PARK PLACE SECURITIES, INC.

                                    Depositor


                             WELLS FARGO BANK, N.A.

                                 Master Servicer


                               WACHOVIA BANK, N.A.

                                     Trustee


                                       and

                             WELLS FARGO BANK, N.A.

                               Trust Administrator


                    ________________________________________

                         POOLING AND SERVICING AGREEMENT
                          Dated as of November 1, 2004

                    ________________________________________


                     Asset-Backed Pass-Through Certificates

                                Series 2004-WWF1

<PAGE>


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

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

ARTICLE I DEFINITIONS                                                          6

  SECTION 1.01.   Defined Terms................................................6
  SECTION 1.02.   Allocation of Certain Interest Shortfalls...................72
  SECTION 1.03.   Rights of the NIMS Insurer..................................73

ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES                                             75

  SECTION 2.01.   Conveyance of Mortgage Loans................................75
  SECTION 2.02.   Acceptance of REMIC I by the Trustee........................77
  SECTION 2.03.   Repurchase  or  Substitution  of  Mortgage
                  Loans by the  Seller  or the  Depositor;
                  Payment of Prepayment Charge Payment Amounts................79
  SECTION 2.04.   [Reserved]..................................................81
  SECTION 2.05.   Representations, Warranties and Covenants
                  of the Master Servicer......................................81
  SECTION 2.06.   Issuance of the REMIC I Regular Interests
                  and the Class R-I Interest..................................83
  SECTION 2.07.   Conveyance of the REMIC I Regular  Interests;
                  Acceptance of REMIC II, REMIC III and
                  REMIC IV by the Trustee.....................................83
  SECTION 2.08.   Issuance of Class R Certificates and
                  Class R-X Certificates......................................85
  SECTION 2.09.   Conveyance of the Subsequent Mortgage Loans.................85

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS                89

  SECTION 3.01.   Master Servicer to Act as Master Servicer...................89
  SECTION 3.02.   Collection of Certain Mortgage Loan Payments................92
  SECTION 3.03.   [Reserved]..................................................93
  SECTION 3.04.   Collection Account, Escrow Account and
                  Distribution Account........................................93
  SECTION 3.05.   Permitted  Withdrawals From the Collection
                  Account,  Escrow Account and Distribution
                  Account.....................................................97
  SECTION 3.06.   Investment of Funds in the Collection Account,
                  the Escrow Account,  the REO Account
                  and the Distribution Account................................99
  SECTION 3.07.   Payment of Taxes, Insurance and Other Charges..............101
  SECTION 3.08.   Maintenance of Hazard Insurance............................101
  SECTION 3.09.   Maintenance of Mortgage Blanket Insurance..................102
  SECTION 3.10.   Fidelity Bond; Errors and Omissions Insurance..............102
  SECTION 3.11.   Enforcement of Due-On-Sale Clauses;
                  Assumption Agreements......................................103
  SECTION 3.12.   Realization Upon Defaulted Mortgage Loans..................104
  SECTION 3.13.   Title, Management and Disposition of
                  REO Property...............................................106
  SECTION 3.14.   [Reserved].................................................109
  SECTION 3.15.   Reports of Foreclosure and Abandonment
                  of Mortgaged Properties....................................109
  SECTION 3.16.   Optional Purchase of Defaulted Mortgage Loans..............109
  SECTION 3.17.   Trustee to Cooperate; Release of Mortgage Files............110
  SECTION 3.18.   Servicing Compensation.....................................111
  SECTION 3.19.   Statement as to Compliance.................................112


                                       i
<PAGE>

  SECTION 3.20.   Independent Public Accountants' Servicing Report...........112
  SECTION 3.21.   Access to Certain Documentation............................113
  SECTION 3.22.   Solicitations..............................................113
  SECTION 3.23.   Advance Facility...........................................113

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS                                    116

  SECTION 4.01.   Distributions..............................................116
  SECTION 4.02.   Statements to Certificateholders...........................130
  SECTION 4.03.   Remittance  Reports and Other  Reports to
                  the Trust  Administrator  and the Trustee;
                  Advances; Payments in Respect of Prepayment
                  Interest Shortfalls........................................134
  SECTION 4.04.   Allocation of Realized Losses..............................136
  SECTION 4.05.   Compliance with Withholding Requirements...................139
  SECTION 4.06.   Commission Reporting.......................................140
  SECTION 4.07.   Pre-Funding Accounts.......................................141
  SECTION 4.08.   Interest Coverage Accounts.................................143
  SECTION 4.09.   [Reserved].................................................144
  SECTION 4.10.   Net WAC Rate Carryover Reserve Account.....................144

ARTICLE V THE CERTIFICATES                                                   147

  SECTION 5.01.   The Certificates...........................................147
  SECTION 5.02.   Registration of Transfer and Exchange
                  of Certificates............................................149
  SECTION 5.03.   Mutilated, Destroyed, Lost or
                  Stolen Certificates........................................154
  SECTION 5.04.   Persons Deemed Owners......................................155
  SECTION 5.05.   Certain Available Information..............................155

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER                             157

  SECTION 6.01.   Liability of the Depositor and
                  the Master Servicer........................................157
  SECTION 6.02.   Merger or Consolidation of the Depositor
                  or the Master Servicer.....................................157
  SECTION 6.03.   Limitation on Liability of the Depositor,
                  the Master Servicer and Others.............................157
  SECTION 6.04.   Limitation on Resignation of the
                  Master Servicer............................................158
  SECTION 6.05.   Rights of the Depositor in Respect
                  of the Master Servicer.....................................159
  SECTION 6.06.   Sub-Servicing Agreements Between the
                  Master Servicer and Sub-Servicers..........................160
  SECTION 6.07.   Successor Sub-Servicers....................................161
  SECTION 6.08.   Liability of the Master Servicer...........................161
  SECTION 6.09.   No Contractual  Relationship  Between
                  Sub-Servicers and the NIMS Insurer, the Trust
                  Administrator, the Trustee or Certificateholders...........161
  SECTION 6.10.   Assumption or Termination of
                  Sub-Servicing Agreements by Trustee........................162
  SECTION 6.11.   Sub-Servicing Accounts.....................................162

ARTICLE VII DEFAULT                                                          163

  SECTION 7.01.   Master Servicer Events of Default..........................163
  SECTION 7.02.   Trustee to Act; Appointment of Successor...................165


                                       ii
<PAGE>


  SECTION 7.03.   Notification to Certificateholders.........................166
  SECTION 7.04.   Waiver of Master Servicer Events of Default................167

ARTICLE VIII CONCERNING THE TRUSTEE AND THE TRUST ADMINIISTRATOR             168

  SECTION 8.01.   Duties of Trustee and Trust Administrator..................168
  SECTION 8.02.   Certain Matters Affecting the Trustee
                  and the Trust Administrator................................169
  SECTION 8.03.   Neither  the  Trustee  Nor  the  Trust
                  Administrator  Liable  for  Certificates  or
                  Mortgage Loans.............................................171
  SECTION 8.04.   Trustee and Trust Administrator
                  May Own Certificates.......................................171
  SECTION 8.05.   Trustee's and Trust Administrator's
                  Fees and Expenses..........................................172
  SECTION 8.06.   Eligibility Requirements for Trustee
                  and the Trust Administrator................................173
  SECTION 8.07.   Resignation and Removal of the Trustee
                  and the Trust Administrator................................173
  SECTION 8.08.   Successor Trustee or Trust Administrator...................174
  SECTION 8.09.   Merger or Consolidation of Trustee
                  or the Trust Administrator.................................175
  SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee..............175
  SECTION 8.11.   Appointment of Custodians..................................176
  SECTION 8.12.   Appointment of Office or Agency............................176
  SECTION 8.13.   Representations and Warranties of the
                  Trustee and the Trust Administrator........................177
  SECTION 8.14.   Trust Administrator Capacity...............................177

ARTICLE IX TERMINATION                                                       178

  SECTION 9.01.   Termination Upon Repurchase or
                  Liquidation of All Mortgage Loans..........................178
  SECTION 9.02.   Additional Termination Requirements........................180

ARTICLE X REMIC PROVISIONS                                                   181

  SECTION 10.01.  REMIC Administration.......................................181
  SECTION 10.02.  Prohibited Transactions and Activities.....................184
  SECTION 10.03.  Master Servicer and Trustee and Trust
                  Administrator Indemnification..............................184

ARTICLE XI MISCELLANEOUS PROVISIONS                                          186

  SECTION 11.01.  Amendment..................................................186
  SECTION 11.02.  Recordation of Agreement; Counterparts.....................187
  SECTION 11.03.  Limitation on Rights of Certificateholders.................187
  SECTION 11.04.  Governing Law..............................................188
  SECTION 11.05.  Notices....................................................188
  SECTION 11.06.  Severability of Provisions.................................189
  SECTION 11.07.  Notice to Rating Agencies and the NIMS Insurer.............189
  SECTION 11.08.  Article and Section References.............................190
  SECTION 11.09.  Grant of Security Interest.................................190
  SECTION 11.10.  Third Party Rights.........................................191


                                      iii
<PAGE>


EXHIBITS

Exhibit A-1       Form of Class A-1A Certificate
Exhibit A-2       Form of Class A-1B Certificate
Exhibit A-3       Form of Class A-1C Certificate
Exhibit A-4       Form of Class A-1D Certificate
Exhibit A-5       Form of Class A-2 Certificate
Exhibit A-6       Form of Class A-3 Certificate
Exhibit A-7       Form of Class A-4 Certificate
Exhibit A-8       Form of Class A-5 Certificate
Exhibit A-9       Form of Class A-IO-S Certificate
Exhibit A-10      Form of Class M-1 Certificate
Exhibit A-11      Form of Class M-2 Certificate
Exhibit A-12      Form of Class M-3 Certificate
Exhibit A-13      Form of Class M-4 Certificate
Exhibit A-14      Form of Class M-5 Certificate
Exhibit A-15      Form of Class M-6 Certificate
Exhibit A-16      Form of Class M-7 Certificate
Exhibit A-17      Form of Class M-8 Certificate
Exhibit A-18      Form of Class M-9 Certificate
Exhibit A-19      Form of Class M-10 Certificate
Exhibit A-20      Form of Class M-11 Certificate
Exhibit A-21      Form of Class CE Certificate
Exhibit A-22      Form of Class P Certificate
Exhibit A-23      Form of Class R Certificate
Exhibit A-24      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 Cap Contracts
Exhibit I         Form of 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 Trust
                  Administrator
Exhibit J-3       Form of Certification to Be Provided to Depositor by the
                  Master Servicer
Exhibit K         Annual Statement of Compliance pursuant to Section 3.19
Exhibit L         Form of Addition Notice
Exhibit M         Form of Subsequent Transfer Instrument
Exhibit N         Form of Realized Loss Form
Schedule 1        Mortgage Loan Schedule


                                       iv
<PAGE>


Schedule 2        Prepayment Charge Schedule


                                       v
<PAGE>


      This Pooling and Servicing Agreement, is dated and effective as of
November 1, 2004, among PARK PLACE SECURITIES, INC., as Depositor, WELLS FARGO
BANK, N.A., as Master Servicer, WACHOVIA BANK, N.A., as Trustee and WELLS FARGO
BANK, N.A., as Trust Administrator.

                             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 Master Servicer Prepayment Charge Payment Amounts, the
Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage
Loan Interest, the Net WAC Rate Carryover Reserve Account and the Cap Contracts)
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, solely 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.


                  REMIC I              Initial            Latest Possible
Designation   Remittance Rate   Uncertificated Balance   Maturity Date(1)
-----------   ---------------   ----------------------   -----------------
  I-LT1         Variable(2)     $     2,260,928,984.02   February 25, 2035
  I-LT1PF       Variable(2)     $       557,239,870.27   February 25, 2035
  I-LT2         Variable(2)     $       471,290,900.20   February 25, 2035
  I-LT2PF       Variable(2)     $       115,843,553.89   February 25, 2035
  I-LT3         Variable(2)     $       717,781,040.69   February 25, 2035
  I-LT3PF       Variable(2)     $       176,916,525.29   February 25, 2035
  I-LTP         Variable(2)     $               100.00   February 25, 2035

________________
(1)   Solely 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.

<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, solely 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.


                 REMIC II              Initial             Latest Possible
Designation   Remittance Rate   Uncertificated Balance    Maturity Date(1)
-----------   ---------------   ----------------------   -----------------
 II-LTAA        Variable(2)     $     2,107,000,428.44   February 25, 2035
 II-LTA1A       Variable(2)     $         3,000,000.00   February 25, 2035
 II-LTA1B       Variable(2)     $         1,816,540.00   February 25, 2035
 II-LTA1C       Variable(2)     $         5,000,000.00   February 25, 2035
 II-LTA1D       Variable(2)     $         1,125,000.00   February 25, 2035
 II-LTA2        Variable(2)     $         1,823,640.00   February 25, 2035
 II-LTA3        Variable(2)     $           455,910.00   February 25, 2035
 II-LTA4        Variable(2)     $         3,126,290.00   February 25, 2035
 II-LTA5        Variable(2)     $           347,370.00   February 25, 2035
 II-LTM1        Variable(2)     $           215,000.00   February 25, 2035
 II-LTM2        Variable(2)     $         1,107,250.00   February 25, 2035
 II-LTM3        Variable(2)     $           322,500.00   February 25, 2035
 II-LTM4        Variable(2)     $           548,250.00   February 25, 2035
 II-LTM5        Variable(2)     $           365,500.00   February 25, 2035
 II-LTM6        Variable(2)     $           279,500.00   February 25, 2035
 II-LTM7        Variable(2)     $           344,000.00   February 25, 2035
 II-LTM8        Variable(2)     $           236,500.00   February 25, 2035
 II-LTM9        Variable(2)     $           279,500.00   February 25, 2035
 II-LTM10       Variable(2)     $           172,000.00   February 25, 2035
 II-LTM11       Variable(2)     $           161,250.00   February 25, 2035
 II-LTZZ        Variable(2)     $        22,274,008.74   February 25, 2035
 II-LTP         Variable(2)     $               100.00   February 25, 2035
 II-1SUB        Variable(2)     $            62,986.09   February 25, 2035
 II-1GRP        Variable(2)     $           281,816.90   February 25, 2035
 II-2SUB        Variable(2)     $            13,122.45   February 25, 2035
 II-2GRP        Variable(2)     $            58,713.45   February 25, 2035
 II-3SUB        Variable(2)     $            19,996.56   February 25, 2035
 II-3GRP        Variable(2)     $            89,469.76   February 25, 2035
 II-XX          Variable(2)     $     2,149,474,332.00   February 25, 2035
________________
(1)   Solely 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.


                                       2
<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,
solely 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 Principal     Latest Possible    Rated Final Maturity
   Designation      Pass-Through Rate          Balance            Maturity Date(1)         Date(6)
-----------------   -----------------   ---------------------    -----------------   ---------------------
<S>                   <C>               <C>                      <C>                     <C>
Class A-1A            Variable(2)       $      600,000,000.00    February 25, 2035       November 25, 2013
Class A-1B            Variable(2)       $      363,308,000.00    February 25, 2035       February 25, 2035
Class A-1C            Variable(2)       $     1,000,00,000.00    February 25, 2035       February 25, 2035
Class A-1D            Variable(2)       $      225,000,000.00    February 25, 2035       February 25, 2035
Class A-2             Variable(2)       $      364,728,000.00    February 25, 2035       February 25, 2035
Class A-3             Variable(2)       $       91,182,000.00    February 25, 2035       February 25, 2035
Class A-4             Variable(2)       $      625,258,000.00    February 25, 2035       February 25, 2035
Class A-5             Variable(2)       $       69,474,000.00    February 25, 2035       February 25, 2035
Class A-IO-S          Variable(2)       $    3,450,000,974.00(5) February 25, 2035       February 25, 2035
Class M-1             Variable(2)       $       43,000,000.00    February 25, 2035       February 25, 2035
Class M-2             Variable(2)       $      221,450,000.00    February 25, 2035       February 25, 2035
Class M-3             Variable(2)       $       64,500,000.00    February 25, 2035       February 25, 2035
Class M-4             Variable(2)       $      109,650,000.00    February 25, 2035       February 25, 2035
Class M-5             Variable(2)       $       73,100,000.00    February 25, 2035       February 25, 2035
Class M-6             Variable(2)       $       55,900,000.00    February 25, 2035       February 25, 2035
Class M-7             Variable(2)       $       68,800,000.00    February 25, 2035       February 25, 2035
Class M-8             Variable(2)       $       47,300,000.00    February 25, 2035       February 25, 2035
Class M-9             Variable(2)       $       55,900,000.00    February 25, 2035       February 25, 2035
Class M-10            Variable(2)       $       34,400,000.00    February 25, 2035       February 25, 2035
Class M-11            Variable(2)       $       32,250,000.00    February 25, 2035       February 25, 2035
Class CE Interest     Variable(2)(3)    $      154,800,874.00    February 25, 2035       February 25, 2035
Class P Interest           N/A(4)       $              100.00    February 25, 2035       February 25, 2035
</TABLE>
________________
(1)   Solely 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 A-IO-S Certificates will accrue interest on their Notional
      Amount, as defined herein.
(6)   As determined by the Rating Agencies.


                                       3
<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, solely 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 Principal   Latest Possible
    Designation        Pass-Through Rate          Balance          Maturity Date(1)
--------------------   -----------------   ---------------------   -----------------
<S>                       <C>                <C>                   <C>
Class CE Certificates     Variable(2)        $    154,800,874.00   February 25, 2035
</TABLE>
________________
1)    Solely 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.


                                       4
<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, solely 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 Principal   Latest Possible
     Designation       Pass-Through Rate          Balance          Maturity Date(1)
--------------------   -----------------   ---------------------   -----------------
<S>                        <C>                 <C>                 <C>
Class P Certificates      Variable(2)          $    100.00         February 25, 2035
</TABLE>
________________
1)    Solely 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 Initial Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $2,260,929,084.02, the Initial
Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$471,290,900.20 and the Initial Group III Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $717,781,040.69.

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


                                       5
<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 A-IO-S Certificates and 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
A-IO-S Certificates and 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.

      "Addition Notice": With respect to the transfer of Subsequent Mortgage
Loans to the Trust Fund pursuant to Section 2.09, a notice of the Depositor's
designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and
the aggregate Principal Balance of such Subsequent Mortgage Loans as of the
related Subsequent Cut-off Date. The Addition Notice shall be given not later
than three Business Days prior to the related Subsequent Transfer Date and shall
be substantially in the form of Exhibit L.

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


                                       6
<PAGE>


      "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.

      "Advance": As to any Mortgage Loan or REO Property, any advance made by
the Master Servicer or a successor Master 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


                                       7
<PAGE>


Distribution Date pursuant to Section 3.13, (c) Compensating Interest, if any,
deposited in the Distribution Account by the Master Servicer for such
Distribution Date pursuant to Section 4.03, (d) the aggregate of any Advances
made by the Master Servicer for such Distribution Date pursuant to Section 4.03,
(e) with respect to the Distribution Date immediately following the end of the
Funding Period, any amounts previously held in the Pre-Funding Accounts after
giving effect to any purchase of Subsequent Mortgage Loans and (f) with respect
to each Distribution Date during the Funding Period and on the Distribution Date
immediately following the end of the Funding Period, any amounts withdrawn by
the Trustee from the Interest Coverage Accounts for distribution on the
Certificates on such Distribution Date,, reduced (to not less than zero) by (2)
the sum of 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 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 Master Servicer, the Trustee, the Trust Administrator, 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 Master
Servicer and the amount of any Master Servicer Prepayment Charge Payment
Amounts.

      "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 York, or in any city in which the Corporate Trust Office of the Trust
Administrator or the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law or executive order to be closed.

      "Cap Amount": For each Class of Adjustable-Rate Certificates (other than
the Class A-2 Certificates), an amount equal to (i) the aggregate amount
received by the Trust Fund from the related Cap Contract, multiplied by (ii) a
fraction equal to (a) the Certificate Principal Balance of such Class
immediately prior to the applicable Distribution Date divided by (b) the


                                       8
<PAGE>


aggregate Certificate Principal Balance immediately prior to the applicable
Distribution Date of all Classes of Adjustable-Rate Certificates, directly
benefiting from such Cap Contract.

                  "Cap Contract Excess": With respect to any Cap Contract and
Distribution Date, the excess, if any, of the then applicable maximum rate set
forth in such Cap Contract over the then applicable strike rate set forth in
such Cap Contract.

      "Cap Contracts": The interest rate corridors between Wells Fargo Bank,
N.A., as Trust Administrator, and the counterparty thereunder, for the benefit
of the Holders of (i) the Class A-1A Certificates, (ii) Class A-1B Certificates
and the Class A-1C Certificates, (iii) the Class A-1D Certificates, (iv) the
Class A-3 Certificates, (v) the Group III Certificates, collectively and (v) the
Mezzanine Certificates, collectively, forms of which are attached hereto as
Exhibit H.

      "Certificate": Any one of the Depositor's Asset-Backed Pass-Through
Certificates, Series 2004-WWF1, Class A-1A, Class A-1B, Class A-1C, Class A-1D,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-IO-S, 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 aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the Class A-IO-S or 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 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, the Trust Administrator 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, the Trust Administrator 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.


                                       9
<PAGE>


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


                                            Certificate Margin
              REMIC II Regular             ---------------------
 Class            Interest              (1) (%)            (2) (%)
-------       ----------------         ---------          ---------
 A-1A             II-LTA1A               0.170              0.340
 A-1B             II-LTA1B               0.500              1.000
 A-1C             II-LTA1C               0.360              0.720
 A-1D             II-LTA1D               0.460              0.920
 A-2              II-LTA2                0.370              0.740
 A-3              II-LTA3                0.450              0.900
 A-4              II-LTA4               0..370              0.740
 A-5              II-LTA5                0.470              0.940
 M-1              II-LTM1                0.630              0.945
 M-2              II-LTM2                0.680              1.020
 M-3              II-LTM3                0.740              1.110
 M-4              II-LTM4                1.100              1.650
 M-5              II-LTM5                1.200              1.800
 M-6              II-LTM6                1.350              2.025
 M-7              II-LTM7                1.800              2.700
 M-8              II-LTM8                1.950              2.925
 M-9              II-LTM9                3.400              5.100
 M-10             II-LTM10               2.900              4.350
 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 A-IO-S or Class CE Certificate as of any
date of 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 I 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.


                                       10
<PAGE>


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

      "Class A Certificate": Any one of the Class A-1A Certificates, the Class
A-1B Certificates, the Class A-1C Certificates, the Class A-1D Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
or the Class A-5 Certificates.

      "Class A Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (i) the Senior Group I Principal
Distribution Amount, (ii) the Senior Group II Principal Distribution Amount and
(iii) the Senior Group III Principal Distribution Amount.

      "Class A-1A Accelerated Amortization Amount": With respect to any
Distribution Date on which a Class A-1A Accelerated Amortization Event is in
effect, the lesser of (a) the amount of Available Funds remaining after making
distributions pursuant to Section 4.01(a)(4) and (b) the Certificate Principal
Balance of the Class A-1A Certificates (after application of the Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and
the Group III Principal Distribution Amount on such Distribution Date).

      "Class A-1A Accelerated Amortization Event": With respect to any
Distribution Date beginning with the Distribution Date in November 2011, until
the Certificate Principal Balance of the Class A-1A Certificates has been
reduced to zero, the circumstance in which the Certificate Principal Balance of
the Class A-1A Certificates (after application of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III Principal Distribution Amount on such Distribution Date assuming no Class
A-1A Accelerated Amortization Event is in effect on such Distribution Date)
would exceed the specified target amount for such Distribution Date, set forth
on the schedule below:

--------------------------------------------------------------------------------
                                       TARGET CERTIFICATE
       DISTRIBUTION DATE               PRINCIPAL BALANCE
--------------------------------- -----------------------------
November 2011                            $59,167,211.58
December 2011                            $54,053,493.54
January 2012                             $48,970,481.20
February 2012                            $43,917,982.18
March 2012                               $38,895,805.34
April 2012                               $33,903,760.72
May 2012                                 $28,941,659.58
June 2012                                $24,009,314.34
July 2012                                $19,106,538.62
August 2012                              $14,233,147.21
September 2012                           $ 9,388,956.06
October 2012 and thereafter              $         0.00


      "Class A-1A Certificate": Any one of the Class A-1A Certificates executed
by the Trust Administrator, 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 Trust Administrator, and authenticated and delivered by the Certificate
Registrar,


                                       11
<PAGE>


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 A-1C Certificate": Any one of the Class A-1C Certificates executed
by the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-1D Certificate": Any one of the Class A-1D Certificates executed
by the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-2 Certificate": Any one of the Class A-2 Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-3 Certificate": Any one of the Class A-3 Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-4 Certificate": Any one of the Class A-4 Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-5 Certificate": Any one of the Class A-5 Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-8 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

      "Class A-IO-S Certificate: Any one of the Class A-IO-S Certificates
executed by the Trust Administrator, 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 CE Certificate": Any one of the Class CE Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-21 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.


                                       12
<PAGE>


      "Class M-1 Certificate": Any one of the Class M-1 Certificates executed by
the Trust Administrator, 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-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 Class A 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) 57.30% 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
$21,500,005.00.

      "Class M-2 Certificate": Any one of the Class M-2 Certificates executed by
the Trust Administrator, 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-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 Class A 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) 67.60% 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 $21,500,005.00.

      "Class M-3 Certificate": Any one of the Class M-3 Certificates executed by
the Trust Administrator, 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.


                                       13
<PAGE>


      "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 Class A 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)
70.60% 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 $21,500,005.00.

      "Class M-4 Certificate": Any one of the Class M-4 Certificates executed by
the Trust Administrator, 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-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 Class A 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) 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 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
$21,500,005.00.

      "Class M-5 Certificate": Any one of the Class M-5 Certificates executed by
the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in


                                       14
<PAGE>


the form annexed hereto as Exhibit A-14 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 Class A 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) 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) 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 $21,500,005.00.

      "Class M-6 Certificate": Any one of the Class M-6 Certificates executed by
the Trust Administrator, 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.

      "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 Class A 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


                                       15
<PAGE>


(y) the lesser of (A) the product of (i) 81.70% 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
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 $21,500,005.00.

      "Class M-7 Certificate": Any one of the Class M-7 Certificates executed by
the Trust Administrator, 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-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 Class A 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) 84.90% 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 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
$21,500,005.00.

      "Class M-8 Certificate": Any one of the Class M-8 Certificates executed by
the Trust Administrator, 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.


                                       16
<PAGE>


      "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 Class A 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) 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) 87.10% 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 $21,500,005.00.

      "Class M-9 Certificate": Any one of the Class M-9 Certificates executed by
the Trust Administrator, 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-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 Class A 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


                                       17
<PAGE>


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) 89.70% 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 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
$21,500,005.00.

      "Class M-10 Certificate": Any one of the Class M-10 Certificates executed
by the Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-19 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 Class A 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


                                       18
<PAGE>


to such Distribution Date over (y) the lesser of (A) the product of (i) 91.30%
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 $21,500,005.00.

      "Class M-11 Certificate": Any one of the Class M-11 Certificates executed
by the Trust Administrator, 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 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 Class A 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) 92.80% 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


                                       19
<PAGE>


received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $21,500,005.00.

      "Class P Certificate": Any one of the Class P Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-22,
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.

      "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
Trust Administrator, 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-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 Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-24 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": November 12, 2004.

      "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 Master Servicer pursuant to Section 3.04(a), which shall be entitled "Wells
Fargo Bank, N.A., as Master Servicer for Wachovia Bank, National Association, as
Trustee, in trust for the registered holders of Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-WWF1." The Collection
Account must be an Eligible Account.


                                       20
<PAGE>


      "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 Trust
Administrator or the Trustee as the case may be, at which at any particular time
its corporate trust business with respect to this Agreement shall be
administered, which office (a) with respect to the Trust Administrator, 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,
Minnesota 55479-0113, Attention: Corporate Trust Services--Park Place
Securities, Inc. Series 2004-WWF1, and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager - Park Place
Securities, Inc. Series 2004-WWF1 and (b) with respect to the Trustee, at the
date of the execution of this Agreement is located at 401 S. Tryon Street,
Charlotte, North Carolina 28288, Attn: Structured Finance Services, Park Place
Securities Inc. 2004-WWF1.

      "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-LTA1C             A-1C
REMIC II Regular Interest II-LTA1D             A-1D
REMIC II Regular Interest II-LTA2              A-2
REMIC II Regular Interest II-LTA3              A-3
REMIC II Regular Interest II-LTA4              A-4
REMIC II Regular Interest II-LTA5              A-5
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 II Regular Interest II-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 Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and
the Group III Principal Distribution Amount to the Certificates 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 sum of (i) 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


                                       21
<PAGE>


related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (ii)
the amount on deposit in the Pre-Funding Accounts, exclusive of investment
earnings therein.

      "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 sum of (i) the aggregate Stated
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii)
the Original Pre-Funded Amounts.

      "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 Master Servicer, the Trustee and the Custodian providing for the
safekeeping of the Mortgage Files on behalf of the Trust in accordance with this
Agreement.

      "Custodian Fee": The amount payable to the Custodian on each Distribution
Date 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 November 1, 2004. With respect to any Subsequent Mortgage Loan, the close of
business on first day of the month in which the related Subsequent Transfer Date
occurs. 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.

      "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).


                                       22
<PAGE>


      "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 sum of
(i) the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the previous calendar month and (ii) any
amounts remaining on deposit in the Pre-Funding Accounts as of such last
calendar day; provided, however, that any Mortgage Loan purchased by the Master
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.

      "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 and the Trust Administrator, 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 and "A-1" by
S&P (or comparable ratings if Moody's, Fitch and S&P 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 Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO


                                       23
<PAGE>


Property solely because the Trustee (or the Master 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 or the
Trust Administrator 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 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 Trust Administrator pursuant to Section 3.04(e), which shall
be entitled "Wells Fargo Bank, N.A., as Trust Administrator, in trust for the
registered Holders of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2004-WWF1." 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 December 2004.

      "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 and "A-1+" by
S&P (or comparable ratings if Moody's, Fitch 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.


                                       24
<PAGE>


      "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.

      "Excess Servicing Fee": With respect to any Distribution Date and Loan
Group, an amount equal to the product of (i) one-twelfth of the the Excess
Servicing Fee Rate and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans in that Loan Group 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).

      "Excess Servicing Fee Rate": With respect to any Distribution Date, the
excess of (i) one-twelfth of 0.50% and (ii) the Servicing Fee Rate.

      "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) 0.50% 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) 0.50% and (ii) the Custodian Fee Rate.

      "Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee or the Trust Administrator, or any director, officer, employee or agent
of the Trustee or the Trust Administrator, 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 Trust
Administrator for the recording of the Assignments pursuant to Section 2.01.


                                       25
<PAGE>


      "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 Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16 or Section 9.01), a determination
made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master 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.

      "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.

      "Funding Period": The period beginning on the Closing Date and ending on
the earlier of the date on which (a) the amount on deposit in the Pre-Funding
Accounts is reduced to zero or (b) 2:00 p.m. New York City time on the 90th day
following the Closing Date.

      "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.

      "Group I Allocation Percentage": With respect to the Group I Certificates
and any Distribution Date, the percentage equivalent of a fraction, the
numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.

      "Group I Certificates": The Class A-1A Certificates, the Class A-1B
Certificates, the Class A-1C Certificates and the Class A-1D Certificates.

      "Group I Interest Coverage Account": The account established and
maintained pursuant to Section 4.08, which account contains an amount, to be
paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.


                                       26
<PAGE>


      "Group I 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 Group I Mortgage Loans or
amounts withdrawn from the Group I Interest Coverage Account.

      "Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I. All
Group I Mortgage Loans have a principal balance at origination that conforms to
Fannie Mae and Freddie Mac loan limits.

      "Group I Pre-Funding Account": The account established and maintained
pursuant to Section 4.07.

      "Group I Principal Distribution Amount": With respect to any Distribution
Date, the sum of: (i) the principal portion of each Monthly Payment on the Group
I 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 Group I 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 in Loan Group I 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 Group I
Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; (iv) with respect to
the Distribution Date immediately following the end of the Funding Period, any
amounts remaining in the Group I Pre-Funding Account after giving effect to the
purchase of any Subsequent Group I Mortgage Loans; and (v) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; minus (vi) the Group I Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group I 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.

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

      "Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group II Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.

      "Group II Certificates": The Class A-2 Certificates and the Class A-3
Certificates.


                                       27
<PAGE>


      "Group II Interest Coverage Account": The account established and
maintained pursuant to Section 4.08, which account contains an amount, to be
paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

      "Group II 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 Group II Mortgage Loans or
amounts withdrawn from the Group II Interest Coverage Account.

      "Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II. All
Group II Mortgage Loans have a principal balance at origination that conforms to
Fannie Mae and Freddie Mac loan limits.

      "Group II Pre-Funding Account": The account established and maintained
pursuant to Section 4.07.

      "Group II Principal Distribution Amount": With respect to any Distribution
Date, the sum of: (i) the principal portion of each Monthly Payment on the Group
II 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 Group II 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 in Loan Group II 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
Group II Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; (iv) with respect to
the Distribution Date immediately following the end of the Funding Period, any
amounts remaining in the Group II Pre-Funding Account after giving effect to the
purchase of any Subsequent Group II Mortgage Loans; and (v) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; minus (vi) the Group II Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group II 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.

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

      "Group III Allocation Percentage": With respect to the Group III
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group III Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.


                                       28
<PAGE>


      "Group III Certificates": The Class A-4 Certificates and the Class A-5
Certificates.

      "Group III Interest Coverage Account": The account established and
maintained pursuant to Section 4.08, which account contains an amount, to be
paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

      "Group III 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 Group III Mortgage Loans or
amounts withdrawn from the Group III Interest Coverage Account.

      "Group III Mortgage Loan": A Mortgage Loan assigned to Loan Group III. All
Group III Mortgage Loans have a principal balance at origination that may or may
not conform to Fannie Mae and Freddie Mac loan limits.

      "Group III Pre-Funding Account": The account established and maintained
pursuant to Section 4.07.

      "Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of: (i) the principal portion of each Monthly Payment
on the Group III 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 Group III 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 in Loan Group III 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
Group III Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; (iv) with respect to
the Distribution Date immediately following the end of the Funding Period, any
amounts remaining in the Group III Pre-Funding Account after giving effect to
the purchase of any Subsequent Group III Mortgage Loans; and (v) the Group III
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; minus (vi) the Group III Allocation Percentage of
the amount of any Overcollateralization Reduction Amount for such Distribution
Date. In no event shall the Group III 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.

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


                                       29
<PAGE>


      "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
Certificates 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 Master 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 Master Servicer or any Affiliate thereof and (c) is not connected
with the Depositor, the Seller, the Master 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 Master 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 Master Servicer
or any Affiliate thereof, as the case may be.

      "Independent Contractor": Either (i) any Person (other than the Master
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 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 Master Servicer) if the Trustee and the Trust
Administrator have 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.


                                       30
<PAGE>


      "Initial Group I Mortgage Loan": Any of the Group I Mortgage Loans
included in the Trust Fund as of the Closing Date.

      "Initial Group II Mortgage Loan": Any of the Group II Mortgage Loans
included in the Trust Fund as of the Closing Date.

      "Initial Group III Mortgage Loan": Any of the Group III Mortgage Loans
included in the Trust Fund as of the Closing Date.

      "Initial Mortgage Loan": Any of the Initial Group I Mortgage Loans,
Initial Group II Mortgage Loans or Initial Group III Mortgage Loans.

      "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 Master 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 A-IO-S Certificates, 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, Class A-IO-S 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 Coverage Accounts": The Group I Interest Coverage Account, the
Group II Interest Coverage Account and the Group III Interest Coverage Account.

      "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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4,
REMIC II Regular Interest II-LTA5, 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,


                                       31
<PAGE>


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
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, the Class A-IO-S
Certificates and the Class CE Certificates, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

      "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 Master 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 Group": Loan Group I, Loan Group II or Loan Group III, as the
context requires.

      "Loan Group I": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group I.

      "Loan Group II": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group II.

      "Loan Group III": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group III.


                                       32
<PAGE>


      "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 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-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTA5, 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-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTA5, 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-LTM11shall 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.

      "Master Servicer": Wells Fargo Bank, N.A. or any successor master servicer
appointed as herein provided, in its capacity as Master Servicer hereunder.

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


                                       33
<PAGE>


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

      "Master Servicer Remittance Date": With respect to any Distribution Date,
1:00 p.m. New York time on the last Business Day preceding the related
Distribution Date.

      "Master 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.

      "Maximum Cap Rate": For any Distribution Date with respect to the Group I
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 Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I 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 any amounts on deposit in the Group I Pre-Funding
Account 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) the related Cap Contract Excess. If the Certificate Principal
Balance of the applicable Certificates exceeds the applicable notional balance
for such Distribution Date, the Cap Contract Excess is to be adjusted by
multiplying the applicable Cap Contract Excess by a fraction, the numerator of
which is the applicable notional balance for such Distribution Date and the
denominator of which is the Certificate Principal Balance of the related Class
of Certificates immediately prior to such Distribution Date.

      For any Distribution Date with respect to the Group II 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 Group II Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
II Mortgage Loans as of the first day of the month preceding the month in which
such Distribution Date occurs (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 any amounts on deposit in the Group II Pre-Funding Account 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)
the related Cap Contract Excess. If the Certificate Principal Balance of the
applicable Certificates exceeds the applicable notional balance for such
Distribution Date, the Cap Contract Excess is to be adjusted by multiplying the
applicable Cap Contract Excess by a fraction, the numerator of which is the
applicable notional balance for such Distribution Date and the denominator of
which is the Certificate Principal Balance of the related Class of Certificates
immediately prior to such Distribution Date.

      For any Distribution Date with respect to the Group III 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 Group III Mortgage
Loans, weighted on the basis of the


                                       34
<PAGE>


outstanding Stated Principal Balances of the Group III Mortgage Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs (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 any
amounts on deposit in the Group III Pre-Funding Account 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) the related Cap
Contract Excess. If the Certificate Principal Balance of the applicable
Certificates exceeds the applicable notional balance for such Distribution Date,
the Cap Contract Excess is to be adjusted by multiplying the applicable Cap
Contract Excess by a fraction, the numerator of which is the applicable notional
balance for such Distribution Date and the denominator of which is the
Certificate Principal Balance of the related Class of Certificates immediately
prior to such Distribution Date.

      For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average,
weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group and the amount on deposit in the
related Pre-Funding Account, the current Certificate Principal Balance of the
related Class A Certificates, of (i) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group I 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), (ii) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II 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 (iii) the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group III 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) the related Cap
Contract Excess. If the Certificate Principal Balance of the applicable
Certificates exceeds the applicable notional balance for such Distribution Date,
the Cap Contract Excess is to be adjusted by multiplying the applicable Cap
Contract Excess by a fraction, the numerator of which is the applicable notional
balance for such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Mezzanine Certificates immediately prior to
such Distribution Date.

      "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 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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest
II-LTA4, REMIC II


                                       35
<PAGE>


Regular Interest II-LTA5, 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 for 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, 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 Master 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.

      "Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement or
pursuant to a Subsequent


                                       36
<PAGE>


Transfer Instrument, 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, separately identifying the Group I Mortgage
Loans, the Group II Mortgage Loans and the Group III Mortgage Loans, attached
hereto as Schedule 1 and as supplemented by each schedule of Subsequent Mortgage
Loans attached to the Subsequent Transfer Instrument. 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
(or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);

      (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 (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan);

      (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 (or the Subsequent Cut-off Date with respect to
a Subsequent Mortgage Loan);


                                       37
<PAGE>


      (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);

      (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 (or the Subsequent
Cut-off Date with respect to a Subsequent Mortgage Loan);

      (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; and

      (26)  the FICO score of the primary Mortgagor.

      The Mortgage Loan Schedule shall set forth the following information with
respect to the Mortgage Loans by Loan Group and in the aggregate as of the
Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan): (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.


                                       38
<PAGE>


      "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 (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan) and (ii) with respect to the Adjustable-Rate Mortgage Loans, (A)
as of any date of determination until the first Adjustment Date following the
Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan) shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date (or the
Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) 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 WAC Pass-Through Rate": For any Distribution Date with respect to the
Group I Certificates, a per annum rate equal to the product of (x) (a) the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled


                                       39
<PAGE>


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 any amounts on deposit in the Group I Pre-Funding
Account 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. 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
REMIC II Regular Interest II-LT1GRP, weighted on the basis of the Uncertificated
Balance of such REMIC II Regular Interest.

      For any Distribution Date with respect to the Group II Certificates, a per
annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Group II 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 any
amounts on deposit in the Group II Pre-Funding Account 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. 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 REMIC II Regular Interest
II-LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
Regular Interest.

      For any Distribution Date with respect to the Group III Certificates, a
per annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group III Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Group III 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 any
amounts on deposit in the Group III Pre-Funding Account 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. 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 REMIC II Regular Interest
II-LT3GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
Regular Interest.

      For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the product of (x) the weighted average (weighted on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of each Loan Group and the amount on deposit in the related Pre-Funding Account,
the current Certificate Principal Balance of the related Class A Certificates)
of (i) the weighted average of the Expense Adjusted Net Mortgage Rates of the
Group I 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


                                       40
<PAGE>


collections of principal received during the related Prepayment Period), (ii)
the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II
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 (iii) the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group III 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. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
II Remittance Rates on (a) REMIC II Regular Interest II-LT1SUB, subject to a cap
and a floor equal to the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, (b) REMIC II Regular Interest II-LT2SUB, subject to a cap and a
floor equal to the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans weighted on the basis of the Uncertificated Balance of each such REMIC II
Regular Interest and (c) REMIC II Regular Interest II-LT3SUB, subject to a cap
and a floor equal to the Expense Adjusted Net Mortgage Rates of the Group III
Mortgage Loans 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 Master 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 Master Servicer, will not or, in the
case of a proposed Servicing


                                       41
<PAGE>


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.

      "Notional Amount": With respect to the Class A-IO-S Certificates and any
Distribution Date, the aggregate Stated Principal Balance of the Mortgage Loans
as of the first 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). For federal income tax purposes, the Class A-IO-S
Certificates shall have a Notional Amount equal to the aggregate Uncertificated
Balance of the REMIC II Regular Interests.

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

      "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 Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing.

      "Offered Certificate": Any one of the Class A Certificates (other than the
Class A-4 Certificates) and the Mezzanine Certificates (other than the Class
M-11 Certificates) issued under this Agreement.

      "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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest
II-LTA4, REMIC II Regular Interest II-LTA5, 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 Trust Administrator 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 Trust Administrator 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


                                       42
<PAGE>


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
Trust Administrator shall select, after consultation with the Depositor and the
NIMS Insurer, an alternative comparable index (over which the Trust
Administrator 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 Master Servicer
acceptable to the Trustee and the Trust Administrator if such opinion is
delivered to the Trustee and the Trust Administrator 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 sum of (i) the aggregate Stated Principal Balance of the
Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded
Amounts.

      "Original Group I Pre-Funded Amount": The amount deposited by the
Depositor in the Group I Pre-Funding Account on the Closing Date, which amount
is $557,239,870.27.

      "Original Group II Pre-Funded Amount": The amount deposited by the
Depositor in the Group II Pre-Funding Account on the Closing Date, which amount
is $115,843,553.89.

      "Original Group III Pre-Funded Amount": The amount deposited by the
Depositor in the Group III Pre-Funding Account on the Closing Date, which amount
is $176,916,525.29.

      "Original Pre-Funded Amounts": The sum of the Original Group I Pre-Funded
Amount, the Original Group II Pre-Funded Amount and the Original Group III
Pre-Funded Amount.

      "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


                                       43
<PAGE>


(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, 3.60% of the sum of (x) the aggregate
Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date
and (y) the Original Pre-Funded Amounts, (ii) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (x) 7.20% 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) $21,500,005, 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 sum of (i) 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) and (ii)
the amounts on deposit in the Pre-Funding Accounts as of the last day of the
related Due Period, over (b) the sum of the aggregate Certificate Principal
Balances 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).

      "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. For federal income tax purposes, the Pass-Through
Rate for the Adjustable-Rate Certificates shall be calculated without respect to
any Cap Contract Excess, which such amounts, if any, shall have been paid in
respect of Net WAC Rate Carryover Amounts and paid outside of any REMIC created
herein.

      With respect to the Class A-IO-S Certificates and any Distribution Date, a
rate per annum equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the


                                       44
<PAGE>


amounts calculated pursuant to clauses (i) through (xxix) below, and the
denominator of which is the aggregate Uncertificated Balances of the REMIC II
Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class A-IO-S Certificates, the numerator is equal to the sum of the following
components:

      (a)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTAA over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTAA (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTAA;

      (b)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA1A over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA1A (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA1A;

      (c)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA1B over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA1B (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA1B;

      (d)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA1C over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA1C (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA1C;

      (e)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA1D over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA1D (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA1D;

      (f)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA2 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA2 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA2;

      (g)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA3 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA3 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA3;


                                       45
<PAGE>


      (h)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA4 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA4 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA4;

      (i)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTA5 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTA5 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTA5;

      (j)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM1 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM1 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM1;

      (k)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM2 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM2 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM2;

      (l)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM3 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM3 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM3;

      (m)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM4 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM4 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM4;

      (n)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM5 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM5 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM5;

      (o)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM6 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM6 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM6;


                                       46
<PAGE>


      (p)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM7 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM7 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM7;

      (q)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM8 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM8 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM8;

      (r)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM9 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM9 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM9;

      (s)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM10 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM10 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM10;

      (t)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTM11 over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTM11 (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTM11;

      (u)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTZZ over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTZZ (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTZZ;

      (v)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTP over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTP (calculated for purposes of clause (ii) of this definition using
a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTP;

      (w)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT1SUB over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT1SUB (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate),


                                       47
<PAGE>


applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest II-LT1SUB;

      (x)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT1GRP over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT1GRP (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LT1GRP;

      (y)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT2SUB over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT2SUB (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LT2SUB;

      (z)   the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT2GRP over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT2GRP (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LT2GRP; and

      (aa)  the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT3SUB over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT3SUB (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LT3SUB;

      (bb)  the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT3GRP over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LT3GRP (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LT3GRP; and

      (cc)  the excess of (i) the REMIC II Remittance Rate for REMIC II Regular
Interest II-LTXX over (ii) the REMIC II Remittance Rate on REMIC II Regular
Interest II-LTXX (calculated for purposes of clause (ii) of this definition
using a REMIC II Remittance Rate calculated with the REMIC I Adjusted Remittance
Rate), applied to an amount equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTXX.

      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 the sum of the amounts calculated pursuant to clauses (A) through (V)
below, and the denominator of which is


                                       48
<PAGE>


the aggregate Uncertificated Balance of REMIC II Regular Interests II-LTAA,
II-LTA1A, II-LTA1B, II-LTA1C, II-LTA1D, II-LTA2, II-LTA3, II-LTA4, II-LTA5,
II-LTM1, II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9,
II-LTM10 and II-LTM11. For purposes of calculating the Pass-Through Rate for the
Class CE Certificates, the numerator is equal to the sum of the following
components:

            (A)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTAA minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTAA;

            (B)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA1A minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA1A;

            (C)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA1B minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA1B;

            (D)   the REMIC II Remittance Rate for REMIC II Regular Interest
      I-LTA1C minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA1C;

            (E)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA1D minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA1D;

            (F)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA2;

            (G)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA3 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA3;

            (H)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA4 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA4;

            (I)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTA5 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTA5;

            (J)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC I Regular Interest II-LTM1;


                                       49
<PAGE>


            (K)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM2;

            (L)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM3 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM3;

            (M)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM4 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM4;

            (N)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM5 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM5;

            (O)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM6 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM6;

            (P)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM7 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM7;

            (Q)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM8 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM8;

            (R)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM9 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM9;

            (S)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM10 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM10;

            (T)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTM11 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTM11;

            (U)   the REMIC II Remittance Rate for REMIC II Regular Interest
      II-LTZZ minus the Marker Rate, applied to an amount equal to the
      Uncertificated Balance of REMIC II Regular Interest II-LTZZ; and

            (V)   100% of the interest on REMIC II Regular Interest II-LTP.

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


                                       50
<PAGE>


      "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-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-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
A-IO-S Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $5,000,000
and integral multiples of $1.00 in excess 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 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 Master Servicer, the NIMS Insurer, the
Trustee, the Trust Administrator 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;


                                       51
<PAGE>


            (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 Trust Administrator or an Affiliate thereof,
      that have been rated "Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P
      (if rated by the respective Rating Agency); and

            (vii) if previously confirmed in writing to the Trustee and the
      Trust Administrator 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 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.

      "Pre-Funding Accounts": The Group I Pre-Funding Account, the Group II
Pre-Funding Account and the Group III Pre-Funding Account.


                                       52
<PAGE>


      "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 Master 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) and as supplemented
by each schedule of Subsequent Mortgage Loans attached to the Subsequent
Transfer Instrument. 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 (or the related Subsequent Cut-off Date with respect
      to a Subsequent Mortgage Loan).

      The Prepayment Charge Schedule shall be amended from time to time by the
Master Servicer in accordance with the provisions of this Agreement and a copy
of such amended Prepayment Charge Schedule shall be furnished by the Master
Servicer to the Trust Administrator, 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 15th day of
the calendar month in which such Distribution Date occurs,


                                       53
<PAGE>


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. The Master 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 Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 4.03(e).

      "Prepayment Period": With respect to any Distribution Date, the period
commencing on the 16th day 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 November 1, 2004) and ending on the 15th day in the calendar
month in which such Distribution Date occurs.

      "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 (i) the Group I Principal Remittance Amount, (ii) the Group II
Principal Remittance Amount and (iii) the Group III Principal Remittance Amount.

      "Prospectus Supplement": The Prospectus Supplement, dated November 8,
2004, 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 Master
Servicer to the Trustee and the Trust Administrator, 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 Master 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 Master 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


                                       54
<PAGE>


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
Master Servicer, the NIMS Insurer, the Trustee or the Trust Administrator 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 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, the Trust Administrator and the
Master Servicer.


                                       55
<PAGE>


      "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 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 Master Servicer with respect to such Mortgage Loan
pursuant to Section 3.05(a)(ii).

      If the Master 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 Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master 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.


                                       56
<PAGE>


      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.

      "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": Wells Fargo Bank, N.A., 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 Trust
Administrator (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
Trust Administrator.

      "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, Class A-IO-S 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 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


                                       57
<PAGE>


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 Master Servicer Prepayment Charge Payment
Amounts), the Distribution Account (other than any amounts representing any
Master 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 Master
Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the
Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC
Rate Carryover Reserve Account, the Cap Contracts, 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 Adjusted Remittance Rate": With respect to REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest I-LTP, and (i) for the first three
Distribution Dates, the weighted average of the Expense Adjusted Net Mortgage
Rates of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage
Loans. With respect to REMIC I Regular Interest I-LT2, and (i) for the first
three Distribution Dates, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Initial Group II Mortgage Loans and (ii) thereafter, the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group II
Mortgage Loans. With respect to REMIC I Regular Interest I-LT3, and (i) for the
first three Distribution Dates, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Initial Group III Mortgage Loans and (ii) thereafter, the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group III
Mortgage Loans. With respect to REMIC I Regular Interest I-LT1PF and (i) the
first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
respect to REMIC I Regular Interest I-LT2PF and (i) the first three Distribution
Dates, 0.00% and (ii) thereafter, the weighted average of the Expense Adjusted
Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC I
Regular Interest I-LT3PF and (i) the first three Distribution Dates, 0.00% and
(ii) thereafter, the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group III Mortgage Loans.

      "REMIC I Regular Interest": Any of the 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. The following is a
list of each of the REMIC I Regular Interests: REMIC I Regular Interest I-LT1,
REMIC I Regular Interest I-LT1PF, REMIC I Regular Interest I-LT2, REMIC I
Regular Interest I-LT2PF, REMIC I Regular Interest I-LT3, REMIC I Regular
Interest I-LT3PF and REMIC I Regular Interest I-LTP.

      "REMIC I Remittance Rate": With respect to REMIC I Regular Interest I-LT1
and REMIC I Regular Interest I-LTP, and (i) for the first three Distribution
Dates, the weighted average of the per annum rates of interest equal to the
Mortgage Rates on the Group I Initial


                                       58
<PAGE>


Mortgage Loans 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 and (ii) thereafter, the weighted average of the per
annum rates of interest equal to the Mortgage Rates on the Group I Mortgage
Loans 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. With respect to REMIC I Regular Interest I-LT2, and (i)
for the first three Distribution Dates, the weighted average of the per annum
rates of interest equal to the Mortgage Rates on the Group II Initial Mortgage
Loans 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 and (ii) thereafter, the weighted average of the per
annum rates of interest equal to the Mortgage Rates on the Group II Mortgage
Loans 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. With respect to REMIC I Regular Interest I-LT3, and (i)
for the first three Distribution Dates, the weighted average of the per annum
rates of interest equal to the Mortgage Rates on the Group III Initial Mortgage
Loans 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 and (ii) thereafter, the weighted average of the per
annum rates of interest equal to the Mortgage Rates on the Group III Mortgage
Loans 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. With respect to REMIC I Regular Interest I-LT1PF and (i)
the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted
average of the per annum rates of interest equal to the Mortgage Rates on the
Group I Mortgage Loans 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. With respect to REMIC I Regular Interest
I-LT2PF and (i) the first three Distribution Dates, 0.00% and (ii) thereafter,
the weighted average of the per annum rates of interest equal to the Mortgage
Rates on the Group II Mortgage Loans 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. With respect to REMIC I
Regular Interest I-LT3PF and (i) the first three Distribution Dates, 0.00% and
(ii) thereafter, the weighted average of the per annum rates of interest equal
to the Mortgage Rates on the Group III Mortgage Loans 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.

      "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 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 Marker Allocation Percentage": 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTA5, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-


                                       59
<PAGE>


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.

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

      "REMIC II Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC II
Regular Interests minus (ii) the aggregate of the Uncertificated Balances of
REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest
II-LTA4, REMIC II Regular Interest II-LTA5, 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) 50% of 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-LTA1C, REMIC II
Regular Interest II-LTA1D, REMIC II Regular Interest II-LTA2, REMIC II Regular
Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
II-LTA5, 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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest
II-LTA4, 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, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial


                                       60
<PAGE>


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-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTA5, 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-LTXX, REMIC II Regular Interest
II-LTP, REMIC II Regular Interest II-LT1SUB, REMIC II Regular Interest
II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II Regular Interest
II-LT2GRP, REMIC II Regular Interest II-LT3SUB and REMIC II Regular Interest
II-LT3GRP.

      "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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II
Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular
Interest II-LTA4, REMIC II Regular Interest II-LTA5, 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, REMIC II Regular Interest II-LT1SUB, REMIC II
Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT3SUB and REMIC II
Regular Interest II-LTXX, the weighted average of the REMIC I Remittance Rates
on the REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balance of each such REMIC I Regular Interest. With respect to REMIC II Regular
Interest II-LT1GRP, the weighted average of the REMIC I Remittance Rates on
REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LT1PF and REMIC I
Regular Interest I-LTP, weighted on the basis of the Uncertificated Balance of
each such REMIC I Regular Interest. With respect REMIC II Regular Interest
II-LT2GRP, the weighted average of the REMIC I Remittance Rates on REMIC I
Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, weighted on the
basis of the Uncertificated Balance of each such REMIC I Regular Interest. With
respect REMIC II Regular Interest II-LT3GRP, the weighted average of the REMIC I
Remittance Rates on REMIC I Regular Interest I-LT3 and REMIC I Regular Interest
I-LT3PF, weighted on the basis of the Uncertificated Balance of each such REMIC
I Regular Interest. Provided, however, for purposes of calculating the Net WAC
Pass-Through Rate, each REMIC II Remittance Rate shall be calculated using the
applicable REMIC I Adjusted Remittance Rate in lieu of the REMIC I Remittance
Rate.

      "REMIC II Sub WAC Allocation Percentage": 50% of any amount payable from
or loss attributable to the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II
Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP, REMIC II
Regular Interest II-LT3SUB, REMIC II Regular Interest II-LT3GRP and REMIC II
Regular Interest II-LTXX.


                                       61
<PAGE>


      "REMIC II Subordinated Balance Ratio": The ratio among the Uncertificated
Balances of each REMIC II Regular Interest ending with the designation "SUB,"
equal to the ratio between, with respect to each such REMIC II Regular Interest,
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current Certificate Principal Balance of
Class A Certificates in the related Loan Group.

      "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, Class A-IO-S 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, 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, the Trust Administrator and the NIMS Insurer in electronic format
prepared by the Master Servicer pursuant to Section 4.03 with such additions,
deletions and modifications as agreed to by the Trust Administrator and the
Master Servicer.


                                       62
<PAGE>


      "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 Master 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 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 Master
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 Master 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator can
determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate
which New York City banks selected by the Trust Administrator are quoting on
such Interest Determination Date to leading European banks.


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<PAGE>


      "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 or the Trust
Administrator, 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 (or the related Subsequent Cut-off Date with respect to a
Subsequent Mortgage Loan), 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 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.


                                       64
<PAGE>


      "Senior Group I 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 Group I Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
55.30% and (ii) the aggregate Stated Principal Balance of the Group I 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 Group I 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 $14,090,844.77.

      "Senior Group II 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 Group II Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
55.30% and (ii) the aggregate Stated Principal Balance of the Group II 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 Group II 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 $2,935,672.27.

      "Senior Group III 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 Group III Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 55.30% and (ii) the aggregate Stated Principal Balance of the
Group III 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 Group III 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 $4,473,487.83.

      "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 and Class A-IO-S Certificates and (ii)
the Interest Carry Forward Amount, if any, for the Class A and Class A-IO-S
Certificates.

      "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 (after giving effect to scheduled payments
received or advanced on or before the related Determination Date and principal
prepayments received during the related Prepayment Period) divided by the sum of
(i) the aggregate Stated Principal Balance of the Mortgage Loans as of the


                                       65
<PAGE>


Cut-off Date and (ii) the amounts on deposit in the Pre-Funding Accounts as of
the Closing Date exceeds 3.25%, or if, on or after the 37th Distribution Date, a
Trigger Event is in effect.

      "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the Master Servicer in connection with a default, delinquency or
other unanticipated event by the Master 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. The Master 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": Unless and until the Master Servicer is replaced by
a successor master servicer, a rate negotiated between the Seller and the Master
Servicer. Thereafter, such rate, not in excess of 0.50% per annum as negotiated
between the Seller and the successor master servicer and confirmed to the
Trustee.

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

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

      "Servicing Transfer Date": February 1, 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.


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<PAGE>


      "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 (or the related Subsequent Cut-off Date with resepect to a
Subsequent Mortgage Loan), 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 Master 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 Master 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 Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO 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 December 2007 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 Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 44.70%.

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


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<PAGE>


      "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 Master Servicer.

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

      "Subsequent Cut-off Date": With respect to those Subsequent Mortgage Loans
sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the later
of (x) the first day of the month in which the related Subsequent Transfer Date
occurs and (y) the date of origination of such Subsequent Mortgage Loan.

      "Subsequent Group I Mortgage Loan": A Subsequent Mortgage Loan to be
included in Loan Group I.

      "Subsequent Group II Mortgage Loan": A Subsequent Mortgage Loan to be
included in Loan Group II.

      "Subsequent Group III Mortgage Loan": A Subsequent Mortgage Loan to be
included in Loan Group III.

      "Subsequent Mortgage Loan": A Mortgage Loan sold by the Depositor to the
Trust Fund pursuant to Section 2.09, such Mortgage Loan being identified on the
Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

      "Subsequent Mortgage Loan Interest": Any amount constituting (i) a monthly
payment of interest received or advanced at the Net Mortgage Rate with respect
to a Subsequent Group I Mortgage Loan during the Due Periods relating to the
first three Distribution Dates in excess of 0.00% per annum, (ii) a monthly
payment of interest received or advanced at the Net Mortgage Rate with respect
to a Subsequent Group II Mortgage Loan during the Due Periods relating to the
first three Distribution Dates in excess of 0.00% per annum and (iii) a monthly
payment of interest received or advanced at the Net Mortgage Rate with respect
to a Subsequent Group III Mortgage Loan during the Due Periods relating to the
first three Distribution Dates in excess of 0.00% per annum. The Subsequent
Mortgage Loan Interest shall be distributable to the Class CE Certificates. The
Subsequent Mortgage Loan Interest shall not be an asset of any Trust REMIC.

      "Subsequent Mortgage Loan Purchase Agreement": The agreement between the
Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans
by the Seller to the Depositor.

      "Subsequent Recoveries": As of any Distribution Date, unexpected amounts
received by the Master 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.

      "Subsequent Transfer Date": With respect to each Subsequent Transfer
Instrument, the date on which the related Subsequent Mortgage Loans are sold to
the Trust Fund.


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<PAGE>


      "Subsequent Transfer Instrument": Each subsequent transfer instrument,
dated as of a Subsequent Transfer Date, executed by the Trust Administrator, the
Trustee and the Depositor substantially in the form of Exhibit M, by which
Subsequent Mortgage Loans are sold to the Trust Fund.

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

      "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:


            CLASS                       PERCENTAGE
   -------------------------          --------------
     Class A Certificates                 35.80%
    Class M-1 Certificates                37.50%
    Class M-2 Certificates                49.40%
    Class M-3 Certificates                54.40%
    Class M-4 Certificates                65.85%
    Class M-5 Certificates                76.60%
    Class M-6 Certificates                87.45%


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<PAGE>


    Class M-7 Certificates               106.00%
    Class M-8 Certificates               124.05%
    Class M-9 Certificates               155.35%
    Class M-10 Certificates              183.95%
    Class M-11 Certificates              222.25%


or


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

      DISTRIBUTION DATE OCCURRING IN                PERCENTAGE
 ---------------------------------------           ------------
   December 2007 through November 2008                 3.50%
   December 2008 through November 2009                 5.50%
   December 2009 through November 2010                 7.00%
       December 2010 and thereafter                    7.75%

      "Trust Administrator": Wells Fargo Bank, N.A. or its successor in
interest, or any successor Trust Administrator appointed as herein provided.

      "Trust Fund": Collectively, all of the assets of each Trust REMIC, Master
Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the
Interest Coverage Accounts, any Subsequent Mortgage Loan Interest and the Net
WAC Rate Carryover Reserve Account (including any payments made under the Cap
Contracts deposited therein).

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

      "Trustee": Wachovia Bank, National Association, 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
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC Regular Interest 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 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.

      "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


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<PAGE>


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.

      "Underwriters": Morgan Stanley & Co. Incorporated, Bear, Stearns & Co.
Inc. and Goldman, Sachs & Co.

      "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 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


                                       71
<PAGE>


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 A-IO-S 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 Master 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
Master Servicer pursuant to Section 4.03(e)) and Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, (a) with respect to the Group I Mortgage Loans, to REMIC I
Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case 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; provided, however, with respect to the first three
Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans
shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating
to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1PF, (b) with respect to the Group II Mortgage Loans, to REMIC I
Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in each case 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; provided, however, with respect to the first three
Distribution Dates, such amounts relating to the Initial Group II Mortgage Loans
shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating
to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT2PF and (c) with respect to the Group III


                                       72
<PAGE>


Mortgage Loans, to REMIC I Regular Interest I-LT3 and REMIC I Regular Interest
I-LT3PF, in each case 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; provided, however, with respect
to the first three Distribution Dates, such amounts relating to the Initial
Group III Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT3
and such amounts relating to the Subsequent Group III Mortgage Loans shall be
allocated to REMIC I Regular Interest I-LT3PF.

      For purposes of calculating the amount of Uncertificated Interest for the
REMIC II Regular Interests for any Distribution Date:

            (A)   The REMIC II Marker Allocation Percentage of the aggregate
      amount of any Prepayment Interest Shortfalls (to the extent not covered by
      payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC
      II Marker Allocation Percentage of 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 Interest
      II-LTA1B, II Regular Interest II-LTA1C, II Regular Interest II-LTA1D,
      REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
      REMIC II Regular Interest II-LTA4, II Regular Interest II-LTA5, 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, 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; and

            (B)   The REMIC II Sub WAC Allocation Percentage of the aggregate
      amount of any Prepayment Interest Shortfalls (to the extent not covered by
      payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC
      II Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall
      be allocated to Uncertificated Interest payable to REMIC II Regular
      Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II Regular
      Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP, REMIC II Regular
      Interest II-LT3SUB, REMIC II Regular Interest II-LT3GRP and REMIC II
      Regular Interest II-LTXX, 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


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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.










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                                   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
(including any payments made under the Cap Contracts). Such assignment includes
all interest and principal received by the Depositor or the Master 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 Trust Administrator an executed copy of the
Mortgage Loan Purchase Agreement, the Original Pre-Funded Amounts and the
required deposit to the Interest Coverage Accounts, and the Trust Administrator,
on behalf of the Trustee and 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 Initial 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, endorsed in blank, without
      recourse, or in the following form: "Pay to the order of Wachovia Bank,
      National Association., 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 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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      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 (or the related Subsequent Transfer Date, with
respect to the Subsequent Mortgage Loans) 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 (or the related Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans), (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
Trustee or the Trust Administrator, 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: "Wachovia Bank, National Association", 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 Trustee or the Trust Administrator, 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 and (v) with respect to
any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Mortgagor under the related Mortgage. Notwithstanding the
foregoing, if the Seller is unable to pay the cost of recording the Assignments,
such expense shall be paid by the Trust Administrator and shall be reimbursable
to the Trust Administrator as an Extraordinary Trust Fund Expense.

      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 Master 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 Master 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.

      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 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 Trust Administrator and the NIMS
Insurer an acknowledgment of receipt of the


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<PAGE>


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 (or the related Subsequent Transfer Date, with respect to
the Subsequent Mortgage Loans) 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 Master
Servicer, the Trust Administrator 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 Trust Administrator, the Depositor, the Master 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 Initial Mortgage
Loans and Subsequent Mortgage Loans. Upon the request of the Master Servicer,
any exception report related to the final certification shall be provided in an
electronic computer readable format as mutually agreed upon by the Master
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 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 Master Servicer. In addition, upon the discovery by the
Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator 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.


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<PAGE>


                  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 Master 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 Master 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 Master 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 neither the Trust
Administrator nor the Trustee shall 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 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)   Promptly upon the earlier of discovery by the Master Servicer or
receipt of notice by the Master Servicer of the breach of any representation,
warranty or covenant of the Master Servicer set forth in Section 2.05, which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the Master Servicer shall cure such breach in all material
respects.


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<PAGE>


      (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, the Trust Administrator and the Master
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, the Trust Administrator and the
Master 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 Master 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 Trust Administrator, the Master 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
Master Servicer 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,


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<PAGE>


as the case may be, shall deliver or cause to be delivered to the Master
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
Master 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 Trust Administrator, 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
Master Servicer, the Trust Administrator 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 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 Master
                        Servicer.

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

            (i)   The Master Servicer is a national banking association duly
      organized, validly existing and in good standing and is duly authorized
      and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master 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


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<PAGE>


      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 Master 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 Master Servicer the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution
      and delivery thereof by the Depositor, the Trust Administrator and the
      Trustee, constitutes a legal, valid and binding obligation of the Master
      Servicer, enforceable against the Master 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 Master
      Servicer, the servicing of the Mortgage Loans by the Master 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 Master Servicer and shall
      not (A) result in a breach of any term or provision of the organizational
      documents of the Master 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 Master Servicer is
      a party or by which it may be bound, or any statute, order or regulation
      applicable to the Master Servicer of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over the
      Master Servicer; and the Master 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 materially and adversely affects or, to the
      Master Servicer's knowledge, would in the future materially and adversely
      affect, (x) the ability of the Master Servicer to perform its obligations
      under this Agreement or (y) the business, operations, financial condition,
      properties or assets of the Master Servicer taken as a whole;

            (iv)  The Master 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 Master Servicer that
      would materially and adversely affect the execution, delivery or
      enforceability of this Agreement or the ability of the Master Servicer to
      service the Mortgage Loans or to perform any of its other obligations
      hereunder in accordance with the terms hereof; and


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<PAGE>


            (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 Master Servicer of, or compliance by the Master
      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.

      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 Trust Administrator, the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
the Master Servicer, the Trust Administrator 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 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, the Trust Administrator and the Trustee. Subject to Section
7.01, the obligation of the Master Servicer set forth in Section 2.03(b) to cure
breaches shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Trust Administator 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 Trust Administrator, 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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      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
Trust Administrator 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 Certificates,
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 Trust Administrator 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.

      SECTION 2.09.     Conveyance of the Subsequent Mortgage Loans.

      (a)   Subject to the conditions set forth in paragraph (b) below, in
consideration of the Trustee's (or the Trust Administrator on behalf of the
Trustee) delivery on the Subsequent Transfer Dates to or upon the order of the
Depositor of all or a portion of the balance of funds in the Pre-Funding
Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer,
assign, set over and convey without recourse to the Trustee for the benefit of
the Trust Fund but subject to the other terms and provisions of this Agreement
all of the right, title and interest of the Depositor in and to (i) the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to
the related Subsequent Transfer Instrument delivered by the Depositor on such
Subsequent Transfer Date, (ii) principal due and interest accruing on the
Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii)
all items with respect to such Subsequent Mortgage Loans to be delivered
pursuant to Section 2.01 and the other items in the related Mortgage Files;
provided, however, that the Depositor reserves and retains all right, title and
interest in and to principal due and interest accruing on the Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer
and delivery to the Trustee (or the Custodian on behalf of the Trustee) for
deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the related Subsequent
Transfer Instrument shall be absolute and is intended by the Depositor, the
Master Servicer, the Trustee, the Trust Administrator and the Certificateholders
to constitute and to be treated as a sale of the Subsequent Mortgage Loans by
the Depositor to the Trust Fund. The related Mortgage File for each Subsequent
Mortgage Loan shall be delivered to the Trustee or the Custodian at least three
Business Days prior to the related Subsequent Transfer Date.

      The purchase price paid by the Trust Administrator from amounts released
from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the
Group III Pre-Funding Account, as applicable, shall be one-hundred percent
(100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage
Loans so transferred (as identified on the


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Mortgage Loan Schedule provided by the Depositor). This Agreement shall
constitute a fixed-price purchase contract in accordance with Section
860G(a)(3)(A)(ii) of the Code.

      (b)   The Depositor shall transfer and deliver to the Trustee (or the
Custodian on behalf of the Trustee) for deposit in the Trust Fund the Subsequent
Mortgage Loans and the other property and rights related thereto as described in
paragraph (a) above, and the Trust Administrator shall release funds from the
Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III
Pre-Funding Account, as applicable, only upon the satisfaction of each of the
following conditions on or prior to the related Subsequent Transfer Date:

            (i)   the Depositor shall have provided the Trustee, the Trust
      Administrator, the Master Servicer and the NIMS Insurer with a timely
      Addition Notice;

            (ii)  the Depositor shall have delivered to the Trustee, the Trust
      Administrator, the Master Servicer and the NIMS Insurer a duly executed
      Subsequent Transfer Instrument, which shall include a Mortgage Loan
      Schedule listing the Subsequent Mortgage Loans, and the Seller shall
      deliver a computer file containing such Mortgage Loan Schedule to the
      Trust Administrator and each Rating Agency at least three Business Days
      prior to the related Subsequent Transfer Date;

            (iii) as of each Subsequent Transfer Date, as evidenced by delivery
      of the Subsequent Transfer Instrument, substantially in the form of
      Exhibit M, neither the Depositor nor the Seller shall be insolvent nor
      shall it have been rendered insolvent by such transfer nor shall it be
      aware of any pending insolvency;

            (iv)  such sale and transfer shall not result in a material adverse
      tax consequence to the Trust Fund or the Certificateholders;

            (v)   the Funding Period shall not have terminated;

            (vi)  the Depositor shall not have selected the Subsequent Mortgage
      Loans in a manner that it believed to be adverse to the interests of the
      Certificateholders;

            (vii) the Depositor shall have delivered to the Trustee, the Trust
      Administrator, the Master Servicer and the NIMS Insurer a Subsequent
      Transfer Instrument confirming the satisfaction of the conditions
      precedent specified in this Section 2.09 and, pursuant to the Subsequent
      Transfer Instrument, assigned to the Trustee without recourse for the
      benefit of the Certificateholders all the right, title and interest of the
      Depositor, in, to and under the Subsequent Mortgage Loan Purchase
      Agreement, to the extent of the Subsequent Mortgage Loans;

            (viii) the Depositor shall have delivered to the Trustee, the Trust
      Administrator, the Underwriters and the NIMS Insurer an Opinion of Counsel
      addressed to the Trustee, the Underwriters and the Rating Agencies with
      respect to the transfer of the Subsequent Mortgage Loans substantially in
      the form of the Opinion of Counsel delivered on the Closing Date regarding
      the true sale of the Mortgage Loans;


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<PAGE>


            (ix)  the Depositor shall have delivered to the Trustee and the
      Trust Administrator the consent of the NIMS Insurer to the transfer of
      such Subsequent Mortgage Loans; and

            (x)   a nationally recognized firm of independent certified public
      accountants shall have verified that the Subsequent Mortgage Loans and
      each Loan Group comply with the criteria set forth in (c), (d), (e) and
      (f) below.

      (c)   The obligation of the Trust Fund to purchase a Subsequent Mortgage
Loan on any Subsequent Transfer Date is subject to the satisfaction of the
conditions set forth in paragraph (d) below and the accuracy of the following
representations and warranties with respect to such Subsequent Mortgage Loan
determined as of the related Subsequent Cut-off Date: (i) the Subsequent
Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent
Cut-off Date; (ii) the remaining term to stated maturity of the Subsequent
Mortgage Loan shall not be less than 173 months and shall not exceed 360 months
from its first payment date; (iii) the Subsequent Mortgage Loan may not provide
for negative amortization; (iv) the Subsequent Mortgage Loan shall not have a
Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans
shall have, as of the Subsequent Cut-off Date, a weighted average term since
origination not in excess of 5 months; (vi) no Subsequent Mortgage Loan shall
have a Mortgage Rate less than 5.350% or greater than 12.800%; (vii) the
Subsequent Mortgage Loan must have a first payment date occurring on or before
March 1, 2005; (viii) the Subsequent Mortgage Loan shall have a Stated Principal
Balance no greater than $749,560 and (ix) the Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under the
section "The Mortgage Pool--Underwriting Standards; Representations" in the
Prospectus Supplement.

      (d)   Following the purchase of the Subsequent Group I Mortgage Loans, the
Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans)
shall, as of the related Subsequent Cut-off Date: (i) have a weighted average
original term to stated maturity of not more than 358 months from the first
payment date thereon; (ii) have a weighted average Mortgage Rate of not less
than 7.478% and not more than 7.551%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 82.81%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of Fannie Mae and Freddie Mac loan limits,
(v) consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 67.27% of the Group I Mortgage Loans, (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross
Margin of not less than 5.917%, (vii) have a weighted average FICO score of not
less than 608 and (viii) will have no more than 14.78% of the Group I Mortgage
Loans with a FICO score of less than 540, in each case, measured by aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or
Subsequent Cut-off Date, as applicable.

      (e)   Following the purchase of the Subsequent Group II Mortgage Loans,
the Group II Mortgage Loans (including the related Subsequent Group II Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 357 months from the
first payment date thereon; (ii) have a weighted average Mortgage Rate of not
less than 7.500% and not more than 7.573%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 82.69%, (iv) have no Mortgage Loan with a


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Stated Principal Balance in excess of Fannie Mae and Freddie Mac loan limits,
(v) consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 71.62% of the Group II Mortgage Loans, (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross
Margin of not less than 5.934%, (vii) have a weighted average FICO score of not
less than 605 and (viii) will have no more than 16.94% of the Group II Mortgage
Loans with a FICO score of less than 540, in each case, measured by aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date
or Subsequent Cut-off Date, as applicable.

      (f)   Following the purchase of the Subsequent Group III Mortgage Loans,
the Group III Mortgage Loans (including the related Subsequent Group III
Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a
weighted average original term to stated maturity of not more than 359 months
from the first payment date thereon; (ii) have a weighted average Mortgage Rate
of not less than 7.096% and not more than 7.169%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 83.48%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of $749,560, (v) consist of Mortgage Loans
with Prepayment Charges representing no less than approximately 74.24% of the
Group III Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage
Loans in Loan Group III, have a weighted average Gross Margin of not less than
5.920%, (vii) have a weighted average FICO score of not less than 618 and (viii)
will have no more than 10.24% of the Group III Mortgage Loans with a FICO score
of less than 540, in each case, measured by aggregate Stated Principal Balance
of the Group III Mortgage Loans as of the Cut-off Date or Subsequent Cut-off
Date, as applicable.

      (g)   Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by the NIMS Insurer or any Rating Agency if the inclusion of any such
Subsequent Mortgage Loan would adversely affect the ratings of any class of
Certificates. At least one Business Day prior to the related Subsequent Transfer
Date, the Depositor shall obtain confirmation from each Rating Agency which
Subsequent Mortgage Loans, if any, shall not be included in the transfer on the
related Subsequent Transfer Date and deliver such confirmation to the Trustee,
the Trust Administrator and the Master Servicer; provided, however, that the
Depositor shall have delivered to each Rating Agency at least three Business
Days prior to such Subsequent Transfer Date a computer file reasonably
acceptable to each Rating Agency describing the characteristics specified in
paragraphs (c) and (d) above.


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                                  ARTICLE III
                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

            SECTION 3.01.       Master Servicer to Act as Master Servicer.

      The Master 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 Master 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, (iii)
the terms of this Agreement and (iv) to the extent consistent with the preceding
requirements, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, 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 Master Servicer, any Sub-Servicer or
      any Affiliate of the Master Servicer or any Sub-Servicer may have with the
      related Mortgagor;

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

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

            (iv)  the Master 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 Master 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 Master 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 Master Servicer in its own name or in the name
of a Sub-Servicer is hereby authorized and empowered by the Trustee, in
accordance with the servicing standards set forth above, (i) to execute and
deliver, on behalf of the Certificateholders, the Trust Administrator 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 Trust Administrator, 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


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<PAGE>


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

      At the written request of the Master Servicer, the Trustee shall execute
and furnish to the Master Servicer such documents as are necessary or
appropriate to enable the Master 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 Master Servicer a power of
attorney 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 execute, at the written request of the
Master Servicer, and furnish to the Master Servicer any special or limited
powers of attorney in the form of Exhibit I hereto and other documents necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder and the Trustee shall not be liable for the
actions of the Master Servicer under such powers of attorney.

      Subject to Section 3.04(d) hereof, in accordance with the Servicing
Standard, the Master Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.04(d), and further as provided in Section
3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and assessments on a Mortgaged Property
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.

      Consistent with the terms of this Agreement, the Master 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 Master Servicer shall not make future advances (except as
      provided in Section 4.03);

            (B)   the Master 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


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<PAGE>


      Mortgagor is in default with respect to the Mortgage Loan or (ii) such
      default is, in the judgment of the Master Servicer, reasonably
      foreseeable); and

            (C)   the Master 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.

      To the extent consistent with the terms of this Agreement, the Master
Servicer may waive (or permit a Sub-Servicer to waive) a Prepayment Charge only
under the following circumstances: (i) such waiver is standard and customary in
servicing similar Mortgage Loans and (ii) such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Master Servicer, maximize recovery of total proceeds taking into account the
value of such Prepayment Charge and the related Mortgage Loan (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), (iii)
such Prepayment Charge is unenforceable in accordance with applicable law or the
collection of such related Prepayment Charge would otherwise violate applicable
law or (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. In no event shall the Master 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.

      On the later of (x) the Master Servicer Remittance Date next following the
earlier of discovery by the Master Servicer or receipt of notice by the Master
Servicer of the breach of the covenants made by the Master Servicer in the
immediately preceding two paragraphs, which breach materially and adversely
affects the interests of the Holders of the Class P Certificates to any
Prepayment Charge and (y) the Master Servicer Remittance Date next following the
Prepayment Period relating to such a breach, the Master Servicer shall deposit
into the Collection Account, as a Master Servicer Prepayment Charge Payment
Amount, the amount of the waived Prepayment Charge. Notwithstanding any
provision in this Agreement to the contrary, in the event the Prepayment Charge
payable under the terms of the Mortgage Note related to a Mortgage Loan is less
than the amount of the Prepayment Charge set forth in the Prepayment Charge
Schedule or other information provided to the Master Servicer, the Master
Servicer shall not have any liability or obligation with respect to such
difference, and in addition shall not have any liability or obligation to pay
the amount of any uncollected Prepayment Charge if the failure to collect such
amount is the direct result of inaccurate or incomplete information on the
Prepayment Charge Schedule.


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<PAGE>


      The Master 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;

      The Master Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Master
Servicer from the responsibilities or liabilities arising under this Agreement.
All references to Master Servicer in this Agreement shall be deemed to include
any Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.

      SECTION 3.02.     Collection of Certain Mortgage Loan Payments.

      The Master 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
Master 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. 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 Master 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 Master Servicer, such default is reasonably
foreseeable, the Master 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 Master 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


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Payments or Stated Principal Balances that were made by the Master Servicer in a
manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator 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 Trust
Administrator, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement.

      SECTION 3.03.     [Reserved].

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

      (a)   COLLECTION ACCOUNT. On behalf of the Trust Fund, the Master 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, the Trust
Administrator and the Certificateholders.

      (b)   DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust Fund, the
Master Servicer shall deposit in the Collection Account, in no event more than
two Business Days after the Master Servicer's receipt thereof, the following
payments and collections received or made by it subsequent to the Cut-off Date
with respect to the Initial Mortgage Loans, or the related Subsequent Cut-off
Date, with respect to the Subsequent 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 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 Master Servicer
      pursuant to Section 3.09 in connection with the deductible clause in any
      blanket hazard insurance policy, such deposit being made from the Master
      Servicer's own funds, without reimbursement therefor;


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            (vi)  any amounts required to be deposited by the Master 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);

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

            (ix)  all Prepayment Charges collected by the Master Servicer, all
      Prepayment Charges payable by the Master Servicer pursuant to Section
      3.01.

      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 late payment charges, assumption
fees, insufficient funds charges, modification fees and other ancillary fees
(but not Prepayment Charges) need not be deposited by the Master Servicer in the
Collection Account and shall upon collection, belong to the Master Servicer as
additional compensation for its servicing activities. In the event the Master
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 Master 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, the Trustee and the Trust Administrator.

      (d)   DEPOSITS TO THE ESCROW ACCOUNT. The Master 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 Master 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.


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      (e)   DISTRIBUTION ACCOUNT. On behalf of the Trust Fund, the Trust
Administrator 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 Trust Fund one or
more segregated accounts (such account or accounts, the "Distribution Account"),
held in trust for the benefit of the Certificateholders.

      (f)   TRUST ADMINISTRATOR DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon
receipt, the Trust Administrator shall deposit or cause to be deposited into the
Distribution Account all payments of any nature received from the Master
Servicer in accordance with this Agreement. The Trust Administrator shall
deposit in the Distribution Account any amounts required to be deposited
pursuant to Section 3.06 in connection with losses realized on Permitted
Investments with respect to funds held in the Distribution Account.

      (g)   MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION ACCOUNT. On
behalf of the Trust Fund, the Master Servicer shall deliver to the Trust
Administrator in immediately available funds for deposit in the Distribution
Account by 1:00 p.m. (New York time) on the Master 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 Master Servicer, all Prepayment Charges payable by the
Master Servicer pursuant to Section 3.01 (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 Master Servicer shall deliver to the Trust Administrator
from time to time as required by this Agreement, for deposit and the Trust
Administrator 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 Master 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 Trust Administrator or
      Trustee from the assets of the Trust Fund on deposit in the Collection
      Account pursuant to this


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      Agreement, including but not limited to amounts required to be paid to the
      Trust Administrator or 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 Master Servicer to the Trust Administrator 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 Trust Administrator
shall have the sole authority to withdraw any funds held pursuant to this
paragraph. In the event the Master Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding.

      (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 Master Servicer and the Master
Servicer shall be entitled to retain and withdraw such interest from each such
account on a daily basis. Any investment earnings or interest paid on funds
deposited in the Distribution Account, shall accrue to the benefit of the Trust
Administrator and the Trust Administrator shall be entitled to retain and
withdraw such interest from each such account on a daily basis.

      Funds on deposit in the Pre-Funding Accounts, the Interest Coverage
Accounts and 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 4.07 (with respect to the Pre-Funding
Accounts), Section 4.08 (with respect to the Interest Coverage Accounts) and
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.

      (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 Master Servicer, the Trust Administrator 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 Master Servicer, the Trust Administrator 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, the
Trust Administrator shall obtain and verify certain information and
documentation from the owners of the accounts that the Trust Administrator
establishes pursuant to this Agreement including, but not limited to, each
account owner's name, address, and other identifying information.


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

      (a)   COLLECTION ACCOUNT. The Master 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 Trust Administrator 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 Master 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) and (b) any unpaid
      Advances or Servicing Advances that have been deemed Nonrecoverable
      Advances or Nonrecoverable Servicing Advances;

            (iv)  to pay to itself any Prepayment Interest Excess;

            (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 Master 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;

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

            (ix)  to remit to the Trust Administrator or Trustee any amounts
      that the Trust Administrator or 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 Master Servicer (if the
      Master Servicer is not an Affiliate of the Seller), the Trust
      Administrator or the Trustee, as the case may


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<PAGE>


      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;

            (xi)  to pay to the Master 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 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 Master 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 Master 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 Master Servicer shall provide written notification to the Trustee,
the Trust Administrator and the NIMS Insurer on or prior to the next succeeding
Master Servicer Reporting Date, upon making any withdrawals from the Collection
Account pursuant to subclause (viii) above.

      (b)   ESCROW ACCOUNT. The Master 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 Master Servicer for any Servicing Advance
      made by the Master 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;


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<PAGE>


            (vi)  to pay to the Master 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;

            (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 Master 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 Master 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 Master
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 Trust Administrator shall, from time to
time, make withdrawals from the Distribution Account, for any of the following
purposes:

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

            (ii)  to pay to itself, the Trustee and the Custodian amounts to
      which they are entitled pursuant to Section 8.05;

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

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

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

            (vi)  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 Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)) and the REO Account and the Trust Administrator may direct any
depository institution maintaining the Distribution Account (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


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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 Trust
Administrator 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 Trust Administrator 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 Trust Administrator 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
Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator 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 Trust
Administrator 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 Trust Administrator 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 Collection Account, the Escrow Account (subject to Section 3.05(b)) and the
REO Account shall be for the benefit of the Master Servicer as compensation for
the Master Servicer's services pursuant to this Agreement. The Master 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 in the nature of interest or earnings from the investment
of funds in the Distribution Account shall be for the benefit of the Trust
Administrator as compensation for the Trust Administrator's services pursuant to
this Agreement. The Trust Administrator shall deposit in the Distribution
Account from its own funds the amount of any loss incurred on Permitted
Investments in the Distribution Account.

      (d)   Funds on deposit in the Pre-Funding Accounts, the Interest Coverage
Accounts and the Net WAC Rate Carryover Reserve Account may be invested in
Permitted Investments in accordance with this Section 3.06 subject to any
limitations set forth in Section 4.07 (with respect to the Pre-Funding
Accounts), Section 4.08 (with respect to the Interest Coverage Accounts) and
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


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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..

      (e)   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 Mortgage Loan, the Master 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 Master Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage or
Applicable Regulations. The Master 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 the Mortgage does not
provide for Escrow Payments, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to determine that any such payments are
made by the Mortgagor at the time they first become due and shall ensure that
the Mortgaged Property is not lost to a tax lien as a result of nonpayment and
that such Mortgaged Property is not left uninsured.

      SECTION 3.08.     Maintenance of Hazard Insurance.

      The Master 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 Master 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 Master Servicer shall
comply in the performance of this


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Agreement with all reasonable rules and requirements of each insurer under any
such hazard policies. Any amounts to be collected by the Master 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 Master 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 Master 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 Master 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 Master Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of A:V 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 Master Servicer shall,
in the event that there shall not have 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 Master Servicer agrees to prepare and present, on behalf of
itself, the Trustee, the Trust Administrator and 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 Master 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 Master 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


                                      102
<PAGE>


purchaser of the Mortgage Loans, unless the Master Servicer has obtained a
waiver of such requirements from Fannie Mae or Freddie Mac. The Master 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 Master Servicer has
obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The
Master Servicer shall provide the Trust Administrator, the Trustee and the NIMS
Insurer (upon reasonable request) with a certificate of insurance or copies of
any such insurance policies and fidelity bond. The Master Servicer shall be
deemed to have complied with this provision if an Affiliate of the Master
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 Master Servicer. Any such errors and omissions policy
and fidelity bond coverage shall by its terms not be cancelable without thirty
days' prior written notice to the Trust Administrator and the Trustee. The
Master 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 Master 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 Master Servicer shall not exercise any such rights if prohibited by law
from doing so. If the Master 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 Master
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 Master 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, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
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 owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, or a new policy meeting
the requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
shall be retained by the Master 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
Master Servicer shall notify the Trustee and any respective Custodian


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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 Master 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 Master 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 Master 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 Master 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 Master Servicer as contemplated in Section 3.05 and Section 3.13. The
foregoing is subject to the provision that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master 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.

      (b)   Notwithstanding the foregoing provisions of this Section 3.12 or any
other provision of this Agreement, with respect to any Mortgage Loan as to which
the Master Servicer has received actual notice of, or has actual knowledge of,
the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the Trustee, either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Master Servicer has also
previously determined, based on its reasonable judgment and a report prepared by
a Person who regularly conducts environmental audits using customary industry
standards, that:

            (1)   such Mortgaged Property is in compliance with applicable
      environmental laws or, if not, that it would be in the best economic
      interest of the Trust Fund to take


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      such actions as are necessary to bring the Mortgaged Property into
      compliance therewith; and

            (2)   there are no circumstances present at such Mortgaged Property
      relating to the use, management or disposal of any hazardous substances,
      hazardous materials, hazardous wastes, or petroleum-based materials for
      which investigation, testing, monitoring, containment, clean-up or
      remediation could be required under any federal, state or local law or
      regulation, or that if any such materials are present for which such
      action could be required, that it would be in the best economic interest
      of the Trust Fund to take such actions with respect to the affected
      Mortgaged Property.

      Notwithstanding the foregoing, if such environmental audit reveals, or if
the Master Servicer has actual knowledge or written notice, that such Mortgaged
Property contains such toxic or hazardous wastes or substances, the Master
Servicer shall not foreclose or accept a deed in lieu of foreclosure without the
prior written consent of the NIMS Insurer (which consent shall not be
unreasonably withheld).

      The cost of the environmental audit report contemplated by this Section
3.12 shall be advanced by the Master Servicer, subject to the Master Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.05(a)(v), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

      If the Master Servicer determines, as described above, that it is in the
best economic interest of the Trust Fund to take such actions as are necessary
to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund; provided, however, that the Master Servicer
shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental audit report, together with the Advances made by the Master
Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu
of foreclosure, exceeds the estimated value of the Mortgaged Property. The cost
of any such compliance, containment, cleanup or remediation shall be advanced by
the Master Servicer, subject to the Master Servicer's right to be reimbursed
therefor from the Collection Account as provided in Section 3.05(a)(v), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.

      (c)   Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds, in respect of
any Mortgage Loan, shall be applied in the following order of priority: FIRST,
to reimburse the Master Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances and Advances, pursuant to Section 3.05(a)(ii);
SECOND, to accrued and unpaid interest on the Mortgage Loan, to the date of the
Final Recovery Determination, or to the Due Date prior to the Distribution Date
on which such amounts are to be


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distributed if not in connection with a Final Recovery Determination; and THIRD,
as a recovery of principal of the Mortgage Loan. If the amount of the recovery
so allocated to interest is less than the full amount of accrued and unpaid
interest due on such Mortgage Loan, the amount of such recovery shall be
allocated by the Master Servicer as follows: FIRST, to unpaid Servicing Fees;
and SECOND, to the balance of the interest then due and owing. The portion of
the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Master Servicer or any Sub-Servicer pursuant to Section 3.05(a)(ii).

      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 Master 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 Master 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 Master Servicer shall have delivered to the Trustee,
the Trust Administrator, the NIMS Insurer and the Depositor an Opinion of
Counsel, addressed to the Trustee, the Trust Administrator, 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 that any Certificates are outstanding.
The Master 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 Master 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 Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

      (c)   The Master 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 Master


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Servicer manages and operates similar property owned by the Master Servicer or
any of its Affiliates, all on such terms and for such period as the Master
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 Master 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 Master 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 Master Servicer shall
advance from its own funds such amount as is necessary for such purposes if, but
only if, the Master Servicer would make such advances if the Master Servicer
owned the REO Property and if in the Master Servicer's judgment, the payment of
such amounts shall be recoverable from the rental or sale of the REO Property.

      Notwithstanding the Master Servicer's obligation to the Certificateholders
to manage and operate (including the collection of rents from existing tenants
and management of any leases acquired with the REO property to the extent
applicable) the REO Property from the date of acquisition until the date of
sale, none of the Master Servicer, the Trustee or the Trust Administrator 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


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            (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 Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee, the Trust Administrator 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 Master
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 Master 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 Master 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 Master 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

            (iv)  the Master 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 Master 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 Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees. The Master Servicer shall not engage an Independent Contractor to
engage in any activities that the Master 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
Master 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


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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 Master Servicer Remittance Date, the Master
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 Master Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition"), each REO
disposition shall be carried out by the Master 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 Master 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 Master 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 Master 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 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 Master Servicer may, at its option, purchase a
Mortgage Loan which has become 90 or more days delinquent or for which the
Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase
pursuant to this Section 3.16, the Master Servicer shall be required to continue
to make Advances pursuant to Section 4.03. Neither the NIMS Insurer nor the
Master 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 Master 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 Master Servicer for
deposit in the Collection Account of the amount of the Purchase Price. The
Trustee (or the


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Custodian on behalf of the Trustee) shall immediately effectuate the conveyance
of such delinquent Mortgage Loan to the NIMS Insurer or the Master 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 Master Servicier, as applicable, and as shall be
necessary to vest in the Master Servicer title to any Mortgage Loan or related
REO Property released pursuant hereto.

      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
Master Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Master 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 Master 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 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 Master
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 Master 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 Master Servicer provided that it
does not differ from the substantive content of Exhibit E, release the related
Mortgage File to the Master Servicer, and the Trustee (or the Custodian on
behalf of the Trustee) shall, at the direction of the Master Servicer, execute
such documents as shall be necessary to the prosecution of any such proceedings
and the Master Servicer shall retain such Mortgage File in trust for the benefit
of the Certificateholders. Such Request for Release shall obligate the Master
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
Master Servicer no longer exists, unless the Mortgage Loan has been 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 Master Servicer has delivered to the Trustee (or the
Custodian on behalf of 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 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


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become an REO Property, upon request, a copy of the Request for Release shall be
released by the Trustee or such Custodian to the Master Servicer.

      (c)   Upon written certification of a Servicing Officer, the Trustee (or
the Custodian on behalf of the Trustee) shall execute and deliver to the Master
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 Custodian and the Master 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 signature or other identifier to designate the Servicing Officer of the
Master Servicer requesting such collateral.

      SECTION 3.18.     Servicing Compensation.

      As compensation for the activities of the Master Servicer hereunder, the
Master 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 Master 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 Master Servicer's responsibilities
and obligations under this Agreement.

      Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds fees, reconveyance fees and other similar
fees and charges (other than Prepayment Charges) shall be retained by the Master
Servicer only to the extent such fees or charges are received by the Master
Servicer. The Master 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 Master 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 the Trust Administrator) and shall not be entitled
to reimbursement therefor except as specifically provided herein.


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      SECTION 3.19.     Statement as to Compliance.

      The Master Servicer shall deliver to the Trust Administrator on or before
March 15th of each calendar year commencing in 2005, an Officers' Certificate
(and the Trust Administrator shall forward, upon receipt, such Officers'
Certificate to the Trustee, the NIMS Insurer, the Depositor and each Rating
Agency), 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 Master Servicer during the preceding calendar year and of
performance under this Agreement or similar agreements has been made under such
officers' supervision and (ii) to the best of such officers' knowledge, based on
such review, the Master 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 Trust Administrator to any Certificateholder or Certificate
Owner and to any Person identified to the Trust Administrator 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 Master
Servicer to the Trust Administrator.

      SECTION 3.20.     Independent Public Accountants' Servicing Report.

      Not later than March 15th of each calendar year commencing in 2005, the
Master Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Master Servicer a
report stating that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer which includes an
assertion that the Master 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 Master
Servicer shall furnish a copy of such report to the Trust Administrator. Copies
of such statement shall be provided by the Trust Administrator to , the NIMS
Insurer, each Rating Agency, any Certificateholder or Certificate Owner upon
request at the expense of the requesting party, provided that such statement is
delivered by the Master Servicer to the Trust Administrator. In the event such
firm of independent certified public accountants requires the Trust
Administrator to agree to the procedures performed by such firm, the Master
Servicer shall direct the Trust Administrator in writing to so agree; it being
understood and agreed that the Trust Administrator shall deliver such letter of
agreement in conclusive reliance upon the direction of the Master Servicer, and
the Trust Administrator 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.


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      SECTION 3.21.     Access to Certain Documentation.

      The Master 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
Master Servicer designated by it. In addition, access to the documentation
regarding the Mortgage Loans shall be provided to the Trust Administrator, the
NIMS Insurer and to any Person identified to the Master Servicer as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Master 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 Master 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 Master Servicer
to observe any applicable law prohibiting disclosure of information regarding
the borrowers and the failure of the Master 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.

      SECTION 3.22.     Solicitations.

      The Master Servicer hereby agrees that it will not take any action or
permit or cause any action to be taken by any of its agents or Affiliates, or by
any independent contractors on the Master Servicer's behalf, to personally, by
telephone or mail, solicit the Mortgagor or obligor under any Mortgage Loan for
the purpose of refinancing, in whole or in part. Notwithstanding the foregoing,
it is understood and agreed that (1) offers to refinance a Mortgage Loan made
within 30 days following the the Master Servicer's receipt of a request for
verification of mortgage or payoff demand related to a Mortgagor (other than
those initiated in response to a solicitation initiated by the Master Servicer
or any of its agents or affiliates), (2) promotions undertaken by the Master
Servicer or any Affiliate thereof which are directed to the general public at
large, or designated segments thereof including, without limitation, mass
mailing based on commercially acquired mailing lists, calling campaigns,
newspaper, billboard, radio, website, internet and television advertisements,
(3) statements on or "stuffers" in a Mortgagor's monthly billing statement
referencing the Master Servicer's mortgage lending business, including its
refinance lending business, shall not constitute solicitation under this Section
3.22; provided, however, that similar inserts, statements, or "stuffers" are
sent to a wide variety of other mortgagors of other mortgage loans serviced by
the Master Servicer and such inserts, statements, or "stuffers" do not
specifically target the Mortgagors to refinance, in whole or in part, and/or (4)
the Master Servicer's response to unsolicited requests or inquiries made by a
Mortgagor or an agent of a Mortgagor.

      SECTION 3.23.     Advance Facility.

      (a)   The Master Servicer and/or the Trustee on behalf of the Trust Fund,
in either case, with the consent of the NIMS Insurer and the Master Servicer in
the case of the Trustee, is hereby authorized to enter into a facility (an
"Advance Facility") with any Person


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which provides that such Person (an "Advancing Person") may fund Advances and/or
Servicing Advances to the Trust Fund under this Agreement, although no such
facility shall reduce or otherwise affect the Master Servicer's obligation to
fund such Advances and/or Servicing Advances. If the Master Servicer enters into
such an Advance Facility pursuant to this Section 3.23, upon reasonable request
of the Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance Facility. To
the extent that an Advancing Person funds any Advance or any Servicing Advance
and provides the Trustee with notice acknowledged by the Master Servicer that
such Advancing Person is entitled to reimbursement directly from the Trustee
pursuant to the terms of the Advance Facility, such Advancing Person shall be
entitled to receive reimbursement pursuant to this Agreement for such amount to
the extent provided in Section 3.23(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement that
permits the applicable Advance or Servicing Advance to be reimbursed and the
section(s) of the Advance Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Master Servicer, and include the
Master Servicer's acknowledgment thereto or proof of an Event of Default under
the Advance Facility. The Trustee and the Trustee shall have no duty or
liability with respect to any calculation of any reimbursement to be paid to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person's notice provided pursuant to this Section 3.23. An
Advancing Person whose obligations hereunder are limited to the funding of
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06
hereof and shall not be deemed to be a Sub-Servicer under this Agreement. If the
terms of a facility proposed to be entered into with an Advancing Person by the
Trust Fund would not materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to the
Trust Fund's entering such facility.

      (b)   If, pursuant to the terms of the Advance Facility, an Advancing
Person is entitled to reimbursement directly from the Trustee, then the Master
Servicer shall not reimburse itself therefor under Section 3.05(a)(ii), Section
3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) prior to the remittance
to the Trust Fund, but instead the Master Servicer shall include such amounts in
the applicable remittance to the Trust Administrator made pursuant to Section
3.04(g) to the extent of amounts on deposit in the Collection Account on the
related Master Servicer Remittance Date. The Trust Administrator is hereby
authorized to pay to the Advancing Person reimbursements for Advances and
Servicing Advances from the Distribution Account, to the extent permitted under
the terms of the Advance Facility, to the same extent the Master 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, had the Master Servicer itself funded such
Advance or Servicing Advance. The Trustee is hereby authorized to pay directly
to the Advancing Person such portion of the Servicing Fee as the parties to any
advancing facility agree to in writing delivered to the Trustee.

      (c)   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.

      (d)   In the event the Master Servicer is terminated pursuant to Section
7.01, the Advancing Person shall succeed to the terminated Master Servicer's
right of reimbursement set


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forth in Section 7.02(c) to the extent of such Advancing Person's financing of
Advances or Servicing Advances hereunder then remaining unreimbursed.

      (e)   Any amendment to this Section 3.23 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 3.23, including amendments to
add provisions relating to a successor master servicer, may be entered into by
the Trustee and the Master Servicer without the consent of any Certificateholder
but with the consent of the NIMS Insurer and written confirmation from each
Rating Agency that the amendment shall not result in the reduction or withdrawal
of the then-current ratings of any outstanding Class of Certificates or any
other notes secured by collateral which includes all or a portion of the Class
CE Certificates, the Class P Certificates and/or the Residual Certificates,
notwithstanding anything to the contrary in this Agreement.


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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 or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-I Interest), as the case may be:

      With respect to the Group I Mortgage Loans:

            (1)(i) to the Holders of REMIC Regular Interest I-LT1, REMIC I
      Regular Interest I-LT1PF and REMIC I Regular Interest I-LTP in an amount
      equal to (A) the Uncertificated Interest for each REMIC I Regular Interest
      for such Distribution Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Distribution Dates; and

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

            (2)   to the Holders of REMIC I Regular Interest I-LT1 and REMIC I
      Regular Interest I-LT1PF, in an amount equal to the remainder of the
      Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, allocated as follows:

                  (a)   to the Holders of REMIC I Regular Interest I-LT1, until
            the Uncertificated Balance of REMIC I Regular Interest I-LT1 is
            reduced to zero;

                  (b)   to the Holders of REMIC I Regular Interest I-LT1PF,
            until the Uncertificated Balance of REMIC I Regular Interest I-LT1PF
            is reduced to zero; and

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

provided, however, that for the first three Distribution Dates, such amounts
relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I
Regular Interest I-LT1 and such amounts relating to the Subsequent Group I
Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF.

      With respect to the Group II Mortgage Loans:

            (1)(i) to the Holders of REMIC Regular Interest I-LT2 and REMIC I
      Regular Interest I-LT2PF in an amount equal to (A) the Uncertificated
      Interest for each REMIC I


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      Regular Interest for such Distribution Date, plus (B) any amounts in
      respect thereof remaining unpaid from previous Distribution Dates; and

            (ii)  to the Holders of REMIC I Regular Interest I-LT2 and REMIC I
      Regular Interest I-LT2PF, in an amount equal to the remainder of the
      Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, allocated as follows:

                  (a)   to the Holders of REMIC I Regular Interest I-LT2, until
            the Uncertificated Balance of REMIC I Regular Interest I-LT2 is
            reduced to zero;

                  (b)   to the Holders of REMIC I Regular Interest I-LT2PF,
            until the Uncertificated Balance of REMIC I Regular Interest I-LT2PF
            is reduced to zero; and

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

provided, however, that for the first three Distribution Dates, such amounts
relating to the Initial Group II Mortgage Loans shall be allocated to REMIC I
Regular Interest I-LT2 and such amounts relating to the Subsequent Group II
Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

      With respect to the Group III Mortgage Loans:

            (1)(i) to the Holders of REMIC Regular Interest I-LT3 and REMIC I
      Regular Interest I-LT3PF in an amount equal to (A) the Uncertificated
      Interest for each REMIC I Regular Interest for such Distribution Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates; and

            (ii)  to the Holders of REMIC I Regular Interest I-LT3 and REMIC I
      Regular Interest I-LT3PF, in an amount equal to the remainder of the
      Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, allocated as follows:

                  (a)   to the Holders of REMIC I Regular Interest I-LT3, until
            the Uncertificated Balance of REMIC I Regular Interest I-LT3 is
            reduced to zero;

                  (b)   to the Holders of REMIC I Regular Interest I-LT3PF,
            until the Uncertificated Balance of REMIC I Regular Interest I-LT3PF
            is reduced to zero; and

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

provided, however, that for the first three Distribution Dates, such amounts
relating to the Initial Group III Mortgage Loans shall be allocated to REMIC I
Regular Interest I-LT3 and such


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amounts relating to the Subsequent Group III Mortgage Loans shall be allocated
to REMIC I Regular Interest I-LT3PF.

      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 II to REMIC III on account of
the REMIC II Regular Interests or withdrawn from the Distribution Account 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-LTAA,
      REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B,
      REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D,
      REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
      REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTA5,
      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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
      II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest
      II-LTA4, REMIC II Regular Interest II-LTA5, 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 Interest II-LT1SUB, REMIC
      II Regular Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC
      II Regular Interest II-LT2GRP, REMIC II Regular Interest II-LT3SUB, REMIC
      II Regular Interest


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      II-LT3GRP and REMIC II Regular Interest II-LTXX, 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;

            (iv)  to the Holders of REMIC II Regular Interests, in an amount
      equal to the remainder of the REMIC II Marker Allocation Percentage of
      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-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC
            II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
            REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
            II-LTA5, 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, 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-I 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; and


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            (v)   to the Holders of REMIC II Regular Interests, in an amount
      equal to the remainder of the REMIC II Sub WAC Allocation Percentage of
      Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, such that distributions of principal shall
      be deemed to be made to the REMIC II Regular Interests first, so as to
      keep the Uncertificated Balance of each REMIC II Regular Interest ending
      with the designation "GRP" equal to 0.01% of the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group; second,
      to each REMIC II Regular Interest ending with the designation "SUB," so
      that the Uncertificated Balance of each such REMIC II Regular Interest is
      equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of the Mortgage Loans in the related Loan Group over (y) the current
      Certificate Principal Balance of the Class A Certificate in the related
      Loan Group (except that if any such excess is a larger number than in the
      preceding distribution period, the least amount of principal shall be
      distributed to such REMIC II Regular Interests such that the REMIC II
      Subordinated Balance Ratio is maintained); and third, any remaining
      principal to REMIC II Regular Interest II-LTXX.

      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 Trust Administrator shall
withdraw from the Distribution Account an amount equal to the Group I Interest
Remittance Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:

            (i)   to the Holders of the Class A-IO-S Certificates (to the extent
      of the Excess Servicing Fee on the Group I Mortgage Loans), the Senior
      Interest Distribution Amount related to such Certificates;

            (ii)  concurrently, to the Holders of each Class of Group I
      Certificates, on a pro rata basis based on the entitlement of each such
      Class, the Senior Interest Distribution Amount related to such
      Certificates; and

            (iii) concurrently, to the Holders of each Class of Group II
      Certificates and Group III Certificates, on a pro rata basis based on the
      entitlement of each such Class, the Senior Interest Distribution Amount
      for each such Class, remaining undistributed after the distribution of the
      Group II Interest Remittance Amount and the Group III Interest
      Distribution Amount, as set forth in Section 4.01(a)(2)(II)(i) and Section
      4.01(a)(2)(III)(i) below.

      (II)  On each Distribution Date, the Trust Administrator shall withdraw
from the Distribution Account an amount equal to the Group II Interest
Remittance Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:

            (i)   to the Holders of the Class A-IO-S Certificates (to the extent
      of the Excess Servicing Fee on the Group II Mortgage Loans), the Senior
      Interest Distribution Amount related to such Certificates;


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<PAGE>


            (ii)  concurrently, to the Holders of each Class of Group II
      Certificates, on a pro rata basis based on the entitlement of each such
      Class, the Senior Interest Distribution Amount related to such
      Certificates; and

            (iii) concurrently, to the Holders of each Class of Group I
      Certificates and Group III Certificates, on a pro rata basis based on the
      entitlement of each such Class, the Senior Interest Distribution Amount
      for each such Class, remaining undistributed after the distribution of the
      Group I Interest Remittance Amount and the Group III Interest Distribution
      Amount, as set forth in Section 4.01(a)(2)(I)(i) above and Section
      4.01(a)(2)(III)(i) below.

      (III) On each Distribution Date, the Trust Administrator shall withdraw
from the Distribution Account an amount equal to the Group III Interest
Remittance Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:

            (i)   to the Holders of the Class A-IO-S Certificates (to the extent
      of the Excess Servicing Fee on the Group III Mortgage Loans), the Senior
      Interest Distribution Amount related to such Certificates;

            (ii)  concurrently, to the Holders of each Class of Group III
      Certificates, on a pro rata basis based on the entitlement of each such
      Class, the Senior Interest Distribution Amount related to such
      Certificates; and

            (iii) concurrently, to the Holders of each Class of Group I
      Certificates and Group II Certificates, on a pro rata basis based on the
      entitlement of each such Class, the Senior Interest Distribution Amount
      for each such Class, remaining undistributed after the distribution of the
      Group I Interest Remittance Amount and the Group II Interest Distribution
      Amount, as set forth in Section 4.01(a)(2)(I)(i) and Section
      4.01(a)(2)(II)(i) above.

      (IV)  On each Distribution Date, following the distributions made pursuant
to Section 4.01(a)(2)(I), (II) and (III) above, the Trust Administrator shall
withdraw from the Distribution Account an amount equal to any remaining Group I
Interest Remittance Amount, Group II Interest Remittance Amount and Group III
Interest Remittance Amount and will 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 Group I Principal Distribution Amount
shall be distributed in the following order of priority:

            (i)   to the Holders of the Group I Certificates (allocated among
      the Classes of Group I 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; and

            (ii)  concurrently, to the Holders of the Group II Certificates
      (allocated among the Classes of Group II Certificates in the priority
      described in Section 4.01(a)(5) below)


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      and the Group III Certificates (allocated among the Classes of Group III
      Certificates in the priority described in Section 4.01(a)(5) below), on a
      pro rata basis based on the aggregate Certificate Principal Balance of
      each such group, after taking into account the distribution of the Group
      II Principal Distribution Amount and the Group III Principal Distribution
      Amount, as described in Section 4.01(a)(3)(II) and Section 4.01(a)(3)(III)
      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 Group II Principal Distribution Amount
shall be distributed in the following order of priority:

            (i)   to the Holders of the Group II Certificates (allocated among
      the Classes of Group II 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; and

            (ii)  concurrently, to the Holders of the Group I Certificates
      (allocated among the Classes of Group I Certificates in the priority
      described in Section 4.01(a)(5) below) and the Group III Certificates
      (allocated among the Classes of Group III Certificates in the priority
      described in Section 4.01(a)(5) below), on a pro rata basis based on the
      aggregate Certificate Principal Balance of each such group, after taking
      into account the distribution of the Group I Principal Distribution Amount
      and the Group III Principal Distribution Amount, as described in Section
      4.01(a)(3)(I) above and Section 4.01(a)(3)(III) below, until the
      Certificate Principal Balances of such Classes have been reduced to zero.

      (III) On each Distribution Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Group III Principal Distribution Amount
shall be distributed in the following order of priority:

            (i)   to the Holders of the Group III Certificates (allocated among
      the Classes of Group III 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; and

            (ii)  concurrently, to the Holders of the Group I Certificates
      (allocated among the Classes of Group I Certificates in the priority
      described in Section 4.01(a)(5) below) and the Group II Certificates
      (allocated among the Classes of Group II Certificates in the priority
      described in Section 4.01(a)(5) below), on a pro rata basis based on the
      aggregate Certificate Principal Balance of each such group, after taking
      into account the distribution of the Group I Principal Distribution Amount
      and the Group II Principal Distribution Amount, as described in Section
      4.01(a)(3)(I) and Section 4.01(a)(3)(II) above, until the Certificate
      Principal Balances of such Classes have been reduced to zero.

      (IV)  On each Distribution Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Trust Administrator shall withdraw from
the Distribution Account an amount equal to the sum of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III Principal Distribution Amount remaining undistributed for such Distribution
Date and shall distribute such amount sequentially to the


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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, until the Certificate Principal Balance of such Class has been
reduced to zero.

      (V)   On each Distribution Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Group I Principal Distribution
Amount shall be distributed in the following order of priority:

            (i)   to the Holders of the Group I Certificates (allocated among
      the Classes of Group I Certificates in the priority described in Section
      4.01(a)(5) below), the Senior Group I Principal Distribution Amount, until
      the Certificate Principal Balances of such Classes have been reduced to
      zero; and

            (ii)  concurrently, to the Holders of the Group II Certificates
      (allocated among the Classes of Group II Certificates in the priority
      described in Section 4.01(a)(5) below) and the Group III Certificates
      (allocated among the Classes of Group III Certificates in the priority
      described in Section 4.01(a)(5) below), on a pro rata basis based on the
      remaining undistributed Senior Group II Principal Distribution Amount and
      Senior Group III Principal Distribution Amount, after taking into account
      the distribution of the Group II Principal Distribution Amount and the
      Group III Principal Distribution Amount, as described in Section
      4.01(a)(3)(VI)(i) and Section 4.01(a)(3)(VII)(i) below, up to an amount
      equal to the Senior Group II Principal Distribution Amount and the Senior
      Group III Principal Distribution Amount remaining undistributed, until the
      Certificate Principal Balances of such Classes have been reduced to zero.

      (VI)  On each Distribution Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Group II Principal Distribution
Amount shall be distributed in the following order of priority:

            (i)   to the Holders of the Group II Certificates (allocated among
      the Classes of Group II Certificates in the priority described in Section
      4.01(a)(5) below), the Senior Group II Principal Distribution Amount,
      until the Certificate Principal Balances of such Classes have been reduced
      to zero; and

            (ii)  concurrently, to the Holders of the Group I Certificates
      (allocated among the Classes of Group I Certificates in the priority
      described in Section 4.01(a)(5) below) and the Group III Certificates
      (allocated among the Classes of Group III Certificates in the priority
      described in Section 4.01(a)(5) below), on a pro rata basis based on the
      remaining undistributed Senior Group I Principal Distribution Amount and
      Senior Group III Principal Distribution Amount, after taking into account
      the distribution of the Group I Principal Distribution Amount and the
      Group III Principal Distribution Amount, as described in Section
      4.01(a)(3)(V)(i) above and Section 4.01(a)(3)(VII)(i) below, up to an
      amount equal to the Senior Group I Principal Distribution Amount and the
      Senior Group III Principal Distribution Amount remaining undistributed,
      until the Certificate Principal Balances of such Classes have been reduced
      to zero.


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<PAGE>


      (VII) On each Distribution Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Group III Principal Distribution
Amount shall be distributed in the following order of priority:

            (i)   to the Holders of the Group III Certificates (allocated among
      the Classes of Group III Certificates in the priority described in Section
      4.01(a)(5) below), the Senior Group III Principal Distribution Amount,
      until the Certificate Principal Balances of such Classes have been reduced
      to zero; and

            (ii)  concurrently, to the Holders of the Group I Certificates
      (allocated among the Classes of Group I Certificates in the priority
      described in Section 4.01(a)(5) below) and the Group II Certificates
      (allocated among the Classes of Group II Certificates in the priority
      described in Section 4.01(a)(5) below), on a pro rata basis based on the
      remaining undistributed Senior Group I Principal Distribution Amount and
      Senior Group II Principal Distribution Amount, after taking into account
      the distribution of the Group I Principal Distribution Amount and the
      Group II Principal Distribution Amount, as described in Section
      4.01(a)(3)(V)(i) and Section 4.01(a)(3)(VI)(i) above, up to an amount
      equal to the Senior Group I Principal Distribution Amount and the Senior
      Group II Principal Distribution Amount remaining undistributed, until the
      Certificate Principal Balances of such Classes have been reduced to zero.

      (VIII) On each Distribution Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the sum of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III 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;


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            (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;

            (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
      Group I Principal Distribution Amount, the Group II Principal Distribution
      Amount or the Group III Principal Distribution Amount, as applicable, 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), after taking into account amounts, if any,
      received under the Cap Contracts;


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            (v)   in the event that a Class A-1A Accelerated Amortization Event
      is in effect, to the Holders of the Class A-1A Certificates, in an amount
      equal to the Class A-1A Accelerated Amortization Amount, until the
      Certificate Principal Balance of the Class A-1A Certificates has been
      reduced to zero;

            (vi)  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

            (vii) 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 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)   (i) With respect to the Group I Certificates, all principal
distributions shall be distributed concurrently, on a pro rata basis (based on
(i) the aggregate Certificate Principal Balance of the Class A-1A and Class A-1B
Certificates, (ii) the Certificate Principal Balance of the Class A-1C
Certificates and (iii) the Certificate Principal Balance of the Class A-1D
Certificates, respectively) (a) 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, (b) the Class A-1C Certificates and (c) the
Class A-1D Certificates, with the exception that:

            (A)   if a Sequential Trigger Event is in effect, principal
      distributions shall be distributed first, concurrently, on a pro rata
      basis (based on (i) the aggregate Certificate Principal Balance of the
      Class A-1A and Class A-1B Certificates and (ii) the Certificate Principal
      Balance of the Class A-1C Certificates, respectively), (a) 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 and
      (b) the Class A-1C Certificates, until its Certificate Principal Balance
      has been reduced to zero and second, to the Class A-1D Certificates;

            (B)   on any Distribution Date on which the aggregate Certificate
      Principal Balance of the Subordinate Certificates has been reduced to zero
      and a Class A-1A Accelerated Amortization Event is in effect, principal
      distributions shall be distributed first, to the Class A-1A Certificates,
      until the Certificate Principal Balance of the Class A-1A Certificates has
      been reduced to zero and second, concurrently, to the Class A-1B, Class
      A-1C and Class A-1D Certificates, on a pro rata basis based on the
      Certificate Principal Balance of each such Class; and


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<PAGE>


            (C)   on any Distribution Date on which the aggregate Certificate
      Principal Balance of the Subordiante Certificates has been reduced to zero
      and a Class A-1A Accelerated Amortization Event is not in effect,
      principal distributions shall be distributed to the Group I Certificates
      on a pro rata basis based on the Certificate Principal Balance of each
      such Class.

      (ii)  With respect to the Group II Certificates, all principal
distributions shall be distributed 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-2 and Class A-3 Certificates, in that order, until
their respective Certificate Principal Balances have been reduced to zero.

      (iii) With respect to the Group III Certificates, all principal
distributions shall be distributed 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-4 and Class A-5 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 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 Trust Administrator shall first,
withdraw from the Net WAC Rate Carryover Reserve Account all 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
Cap Amount, in each case up to a maximum amount equal to the related Net WAC
Rate Carryover Amount for such Distribution Date;

      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


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<PAGE>


that order, the related Cap Amount for such Distribution Date, in each case up
to a maximum amount equal to the related Net WAC Rate Carryover Amount for such
Distribution Date;

      third, concurrently, to each Class of Class A Certificates, the related
Net WAC Rate Carryover Amount remaining unpaid pursuant to clause first above,
on a pro rata basis based on such respective remaining Net WAC Rate Carryover
Amounts; and

      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 Net WAC Rate Carryover Amount remaining
undistributed pursuant to clause second above.

      On each Distribution Date, after the payment of any Net WAC Rate Carryover
Amounts on the Adjustable-Rate Certificates, any amounts remaining in the Net
WAC Rate Carryover Reserve Account (representing payments received by the Trust
Administrator under the Cap Contracts), shall be payable to the Trust
Administrator. For so long as any Adjustable-Rate Certificates are held by the
Seller or any of its Affiliates, the Trust Administrator shall not distribute
any Cap Amounts for such Certificates to the Seller or any of its Affiliates and
the Trust Administrator will retain any such amounts as additional compensation
for its role in administering the Cap Contracts.

      On each Distribution Date, the Trust Administrator shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the Master Servicer, Prepayment Charges payable by the
Master Servicer pursuant to Section 2.03(b)(ii), to the extent not related to
Principal Prepayments occurring after the related Prepayment Period, and the
Trust Administrator 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.

      (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 Trust Administrator 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 Trust Administrator
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


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<PAGE>


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 Trust Administrator, the Certificate
Registrar, the Depositor or the Master 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, the Trust Administrator nor the
Master 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)   Except as otherwise provided in Section 9.01, whenever the Trust
Administrator expects that the final distribution with respect to any Class of
Certificates shall be made on the next Distribution Date, the Trust
Administrator 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 Trust Administrator 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 Trust Administrator therein specified or
      its agent; and

            (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 Trust Administrator 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
Trust Administrator 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 Trust Administrator 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 Trust Administrator 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


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<PAGE>


accrue or be payable to any Certificateholder on any amount held in trust by the
Trust Administrator 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).

      (f)   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 I Regular Interest to be reduced more than once in respect of
any particular amount both (a) allocated to such REMIC I Regular Interest in
respect of Realized Losses pursuant to Section 4.04 and (b) distributed on such
REMIC I 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 Trust Administrator shall prepare and make
available to each Holder of the Regular Certificates 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 Master 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;

      (iii) the aggregate Servicing Fee received by the Master 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 and the number and aggregate Stated Principal
Balance of all Subsequent Mortgage Loans added during the related Due Period;

      (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


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<PAGE>

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 Trust Administrator);

      (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 Trust Administrator);

      (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 Class A-IO-S 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, the Class A-IO-S
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 Master Servicer
pursuant to Section 4.03(e) or allocated to the Class CE Certificates;


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<PAGE>


      (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 Class A-IO 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 Pre-Funding Accounts, the Interest
Coverage Accounts and the Net WAC Rate Carryover Reserve Account as of the
Determination Date;

      (xxv) whether a Trigger Event, a Sequential Trigger Event or a Class A-1A
Accelrated Amortization Event is in effect;

      (xxvi) for the distribution occurring on the Distribution Date immediately
following the end of the Funding Period, the final balance withdrawn from the
Pre-Funding Accounts pursuant to Section 4.07 that was not used to purchase
Subsequent Mortgage Loans and that is being distributed to the related Class A
Certificateholders as a mandatory prepayment of principal, if any, on such
Distribution Date; and

      (xxvii) the Net WAC Rate Carryover Amount for the Class A Certificates and
the Mezzanine Certificates, if any, for such Distribution Date, the amount
remaining unpaid after reimbursements therefor on such Distribution Date and any
amounts due and amounts received under the Cap Contracts.

      With respect to the items described in (v), (vi), (vii), (viii), (x), (xi)
and (xxii) above, the Trustee shall set forth such information with respect to
each Loan Group and with respect to the Mortgage Pool.


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<PAGE>


      The Trust Administrator may make such statement available and certain
other information, including, without limitation, information required to be
provided by the Trust Administrator, to Certificateholders, the NIMS Insurer,
the Master Servicer, the Trust Administrator and the Rating Agencies and to
beneficial owners of the Certificates through the Trust Administrator'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 Trust Adminstrator'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
Trust Administrators discretion. The Trust Administrator 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 Trust Administrator 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 Trust Administrator's website, the Trust Administrator 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 Trust Administrator's preparation of the foregoing reports,
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator 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 Trust Administrator 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 Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared by the Trust Administrator and furnished to such Holders pursuant to
the rules and regulations of the Code as are in force from time to time.

      The Trust Administrator 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


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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 Trust Administrator's duties are limited to the extent that the Trust
Administrator receives timely reports as required from the Master Servicer.

      On each Distribution Date the Trust Administrator 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 Trust Administrator and Bloomberg.

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

      (a)   On the Master Servicer Reporting Date, the Master Servicer shall
deliver to the Trust Administrator by telecopy (or by such other means as the
Trust Administrator may agree from time to time) a Remittance Report with
respect to the related Distribution Date (and the Trust Administrator shall
forward or otherwise make available such Remittance Report to Ameriquest
Mortgage Company and the NIMS Insurer). Such Remittance Report shall include (i)
the amount of Advances to be made by the Master 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 Trust Administrator 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 Trust Administrator shall not be responsible
to recompute, recalculate or verify any information provided to it by the Master
Servicer.

      Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trust Administrator, upon request, a statement
prepared by the Master Servicer setting forth the status of the Collection
Account as of the close of business on such Distribution Date and showing, for
the period covered by such statement, the aggregate amount of deposits into and
withdrawals from the Collection Account of each category of deposit specified in
Section 3.04(b) and each category of withdrawal specified in Section 3.05. Such
statement may be in the form of the then current Fannie Mae Monthly Accounting
Report for its Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as to the aggregate of
the outstanding Stated Principal Balances of all of the Mortgage Loans as of the
last day of the calendar month immediately preceding such Distribution Date.
Copies of such statement shall be provided by the Trust Administrator to the
Trustee, Ameriquest Mortgage Company, the NIMS Insurer, the Depositor, any
Certificateholder and to any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Master Servicer to
the Trust Administrator.


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      (b)   The amount of Advances to be made by the Master 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 REO
Property, which REO Property was acquired during or prior to the 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 excess, if
any, of the Monthly Payments (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due Date in
respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.

      On or before 1:00 p.m. New York time on the Master Servicer Remittance
Date, the Master Servicer shall remit in immediately available funds to the
Trust Administrator 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 Master
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 Master Servicer with respect to the Mortgage Loans and REO Properties.
Any amounts held for future distribution used by the Master Servicer to make an
Advance as permitted in the preceding sentence or withdrawn by the Master
Servicer as permitted in Section 3.05(a)(vii) in reimbursement of Advances
previously made shall be appropriately reflected in the Master Servicer's
records and replaced by the Master Servicer by deposit in the Collection Account
on or before any future Master 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 Master 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 Trust
Administrator shall provide notice to the Master Servicer, the Trustee,
Ameriquest Mortgage Company and the NIMS Insurer by telecopy by the close of
business on any Master Servicer Remittance Date in the event that the amount
remitted by the Master Servicer to the Trust Administrator on such date is less
than the Advances required to be made by the Master Servicer for the related
Distribution Date.

      (c)   The obligation of the Master 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 Master Servicer
if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance or Nonrecoverable


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Servicing Advance. The determination by the Master 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 Master Servicer delivered to the
Trust Administrator, the Trustee and the NIMS Insurer.

      (e)   The Master Servicer shall deliver to the Trust Administrator for
deposit into the Distribution Account on or before 1:00 p.m. New York time on
the Master 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 Fee for the most recently ended calendar month. The Master
Servicer shall not have the right to reimbursement for any amounts remitted to
the Trust Administrator 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 Master Servicer shall not be
obligated to pay any amounts with respect to Relief Act Interest Shortfalls.

      (f)   The information set forth in the monthly tape provided to the Trust
Administrator or any of its Affiliates pursuant to this Section 4.03 shall be
true and correct in all material respects. In addition, the Master 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, Master
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.

      (g)   On the fifth Business Day prior to each Distribution Date, the
Depositor shall cause notice to be given to the Trust Administrator regarding
whether the Depositor or any of its Affiliates are the Certificate Owners of any
Class of Certificates which benefits from a Cap Contract.

      SECTION 4.04.     Allocation of Realized Losses.

      (a)   On or before each Determination Date, the Master 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 Master
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 Master Servicer
shall be evidenced by a Realized Loss Form in the form of Exhibit N delivered to
the Trustee Administrator by the Master Servicer on the Master 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


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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
Trust Administrator 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 Trust Administrator
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 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)(v). 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.


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      (c)   All Realized Losses on the Group I Mortgage Loans shall be allocated
by the Trust Administrator on each Distribution Date, first to REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest I-LT1PF, until the Uncertificated
Balance of each such REMIC I Regular Interest has been reduced to zero; provided
however, with respect to the first three Distribution Dates, all Realized Losses
on the Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular
Interest I-LT1, until the Uncertificated Balance thereof has been reduced to
zero, and all Realized Losses on the Subsequent Group I Mortgage Loans shall be
allocated to REMIC I Regular Interest I-LT1PF until the Uncertificated Balance
thereof has been reduced to zero. All Realized Losses on the Group II Mortgage
Loans shall be allocated by the Trust Administrator on each Distribution Date,
first to REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF,
until the Uncertificated Balance of each such REMIC I Regular Interest has been
reduced to zero; provided however, with respect to the first three Distribution
Dates, all Realized Losses on the Initial Group II Mortgage Loans shall be
allocated to REMIC I Regular Interest I-LT2, until the Uncertificated Balance
thereof has been reduced to zero, and all Realized Losses on the Subsequent
Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF
until the Uncertificated Balance thereof has been reduced to zero. All Realized
Losses on the Group III Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date, first to REMIC I Regular Interest I-LT3
and REMIC I Regular Interest I-LT3PF, until the Uncertificated Balance of each
such REMIC I Regular Interest has been reduced to zero; provided however, with
respect to the first three Distribution Dates, all Realized Losses on the
Initial Group III Mortgage Loans shall be allocated to REMIC I Regular Interest
I-LT3, until the Uncertificated Balance thereof has been reduced to zero, and
all Realized Losses on the Subsequent Group III Mortgage Loans shall be
allocated to REMIC I Regular Interest I-LT3PF until the Uncertificated Balance
thereof has been reduced to zero

      (d)   (i) The REMIC II Marker Allocation Percentage of all Realized Losses
on the Mortgage Loans shall be allocated by the Trust Administrator 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 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%,


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respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM1 has been reduced to zero.

      The REMIC II Sub WAC Allocation Percentage of all Realized Losses shall be
applied after all distributions have been made on each Distribution Date first,
so as to keep the Uncertificated Balance of each REMIC II Regular Interest
ending with the designation "GRP" equal to 0.01% of the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group; second, to
each REMIC II Regular Interest ending with the designation "SUB," so that the
Uncertificated Balance of each such REMIC II Regular Interest is equal to 0.01%
of the excess of (x) the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group over (y) the current Certificate Principal
Balance of the Class A Certificate in the related Loan Group (except that if any
such excess is a larger number than in the preceding distribution period, the
least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained); and
third, any remaining Realized Losses shall be allocated to REMIC II Regular
Interest II-LTXX.

      SECTION 4.05.     Compliance with Withholding Requirements.

      Notwithstanding any other provision of this Agreement, the Trust
Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trust Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding. In the
event the Trust Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trust Administrator shall indicate the
amount withheld to such Certificateholders.


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      SECTION 4.06.     Commission Reporting.

      (a)   The Trust Administrator 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
Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator from
the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding anything herein to the contrary, the
Depositor, and not the Trust Administrator, 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 Trust Administrator 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 Trust Administrator
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
Master 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 Trust Administrator. If they are
not so timely delivered, the Trust Administrator shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trust Administrator. The Trust Administrator shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from or relating to the Trust Administrator'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 Trust Administrator 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 "Trust Administrator's Certification")
(provided, however, that the Trust Administrator shall not undertake an analysis
of the accountant's report attached as an exhibit to the Form 10-K) and (y) the
Master Servicer shall sign a certification (in the form attached hereto as
Exhibit J-3) for the benefit of the Depositor, the Trust Administrator and their
officers, directors and Affiliates regarding certain aspects of the
Certification (the "Master Servicer Certification"). The Master Servicer
Certification shall be delivered to the Depositor and the Trust Administrator no
later than March 15th of each year (or if such day is not a Business Day, the
immediately preceding Business Day). The Trust Administrator'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


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preceding Business Day) and the Depositor shall deliver the Certification to the
Trust Administrator 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 Trust Administrator 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 Trust Administrator's obligations under this Section
4.06 or the Trust Administrator's negligence, bad faith or willful misconduct in
connection therewith. The Depositor shall indemnify and hold harmless the Trust
Administrator 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 Trust Administrator, 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 Trust
Administrator on the other.

      (d)   Upon any filing with the Commission, the Trust Administrator 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 Trust
Administrator is able to do so under applicable law, the Trust Administrator
shall file a Form 15 Suspension Notification with respect to the Trust.

      (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 Trust Administrator 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 Trust Administrator 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.     Pre-Funding Accounts.

      (a)   No later than the Closing Date, the Trust Administrator shall
establish and maintain three segregated non-interest bearing trust accounts that
are each Eligible Accounts, which shall be titled (i) "Group I Pre-Funding
Account, Wells Fargo Bank, N.A., as Trust Administrator for the registered
holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2004-WWF1" (the "Group I Pre-Funding Account"), (ii) "Group II
Pre-Funding Account, Wells Fargo Bank, N.A., as Trust Administrator for the
registered holders


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of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
2004-WWF1" (the "Group II Pre-Funding Account") and (iii) "Group III Pre-Funding
Account, Wells Fargo Bank, N.A., as Trust Administrator for the registered
holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2004-WWF1" (the "Group III Pre-Funding Account"). The Trust Administrator
shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and
retain therein the Original Group I Pre-Funded Amount, the Original Group II
Pre-Funding Account or the Original Group III Pre-Funding Account, as
applicable, remitted on the Closing Date to the Trust Administrator by the
Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by
the Trust Administrator for the Certificateholders for the uses and purposes set
forth herein.

      (b)   At the written direction of the Depositor, the Trust Administrator
shall direct any depository institution maintaining the Pre-Funding Accounts 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 Trust Administrator 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
Trust Administrator or an Affiliate manages or advises such investment. If no
investment direction of the Depositor with respect to the Pre-Funding Accounts
is received by the Trust Administrator, the Trust Administrator shall invest the
funds pursuant to clause (vi) of the definition of Permitted Investments. For
federal income tax purposes, the holder of the largest Percentage Interest of
the Class R Certificates shall be the owner of the Pre-Funding Accounts and
shall report all items of income, deduction, gain or loss arising therefrom. The
Depositor shall deposit in the applicable Pre-Funding Account the amount of any
net loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss without any right of reimbursement therefor. The
Pre-Funding Accounts shall not be assets of any Trust REMIC.

      (c)   Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by
the Trustee as follows:

            (i)   on any Subsequent Transfer Date, the Trust Administrator shall
      withdraw from the related Pre-Funding Account an amount equal to 100% of
      the Stated Principal Balances of the Subsequent Mortgage Loans transferred
      and assigned to the Trustee for deposit in the Mortgage Pool on such
      Subsequent Transfer Date and pay such amount to or upon the order of the
      Depositor upon satisfaction of the conditions set forth in Section 2.09
      with respect to such transfer and assignment;

            (ii)  if the amount on deposit in the related Pre-Funding Account
      has not been reduced to zero during the Funding Period, on the day of the
      termination of the Funding Period, the Trust Administrator shall deposit
      into the Distribution Account any amounts remaining in the Pre-Funding
      Account to be held uninvested;

            (iii) to withdraw any amount not required to be deposited in the
      Pre-Funding Accounts or deposited therein in error;


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            (iv)  to distribute to the related Interest Coverage Account any
      income and gain realized from the investment of funds in the related
      Pre-Funding Account; and

            (v)   to clear and terminate the Pre-Funding Accounts upon the
      earlier to occur of (A) the day immediately following the end of the
      Funding Period and (B) the termination of this Agreement, with any amounts
      remaining on deposit therein being paid to the Holders of the Certificates
      then entitled to distributions in respect of principal.

      SECTION 4.08.     Interest Coverage Accounts.

      (a)   If amounts are required to be deposited in the Interest Coverage
Accounts, no later than the Closing Date, the Trustee shall establish and
maintain a segregated non-interest bearing trust account that is an Eligible
Account, which shall be titled (i) "Group I Interest Coverage Account, Wells
Fargo Bank, N.A., as Trust Administrator for the registered holders of Park
Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
2004-WWF1" (the "Group I Interest Coverage Account"), (ii) "Group II Pre-Funding
Account, Wells Fargo Bank, N.A., as Trust Administrator for the registered
holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2004-WWF1" (the "Group II Pre-Funding Account") and (iii) "Group III
Pre-Funding Account, Wells Fargo Bank, N.A., as Trust Administrator for the
registered holders of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2004-WWF1" (the "Group III Pre-Funding Account"). The Trust
Administrator shall, promptly upon receipt, deposit in each Interest Coverage
Account and retain therein the related amount remitted on the Closing Date to
the Trust Administrator by the Depositor. Funds deposited in the Interest
Coverage Accounts shall be held in trust by the Trust Administrator for the
Certificateholders for the uses and purposes set forth herein

      (b)   At the written direction of the Depositor, the Trust Administrator
shall direct any depository institution maintaining the Interest Coverage
Accounts 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 Trust Administrator 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 Trust Administrator or an Affiliate manages or advises such
investment. If no investment direction of the Depositor with respect to the
Interest Coverage Accounts is received by the Trust Administrator, the Trust
Administrator shall invest the funds pursuant to clause (vi) of the definition
of Permitted Investments. For federal income tax purposes, the holder of the
largest Percentage Interest of the Class R Certificates shall be the owner of
the Interest Coverage Accounts and shall report all items of income, deduction,
gain or loss arising therefrom. All income and gain realized from investment of
funds deposited in the Interest Coverage Accounts shall be for the sole and
exclusive benefit of the Depositor and shall be remitted by the Trust
Administrator to the Depositor on the first Business Day following each
Distribution Date. The Depositor shall deposit in the applicable Interest
Coverage Account the amount of any net loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss without any right
of reimbursement therefor. The Interest Coverage Accounts shall not be assets of
any Trust REMIC.


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      (c)   On each Distribution Date during the Funding Period and on the last
day of the Funding Period, the Trust Administrator shall withdraw from the
related Interest Coverage Account and deposit in the Distribution Account an
amount equal to 30 days' interest on the excess, if any, of the related Original
Pre-Funded Amount, over the aggregate Stated Principal Balance of related
Subsequent Mortgage Loans that both (i) had a Due Date during the Due Period
relating to such Distribution Date and (ii) had a Subsequent Cut-off Date prior
to the first day of the month in which such Distribution Date occurs, at a per
annum rate equal to the weighted average Pass-Through Rate of the related Class
A and Mezzanine Certificates for such Distribution Date, with the Pass-Through
Rate on the related Class A and Mezzanine Certificates, solely for the purposes
of the foregoing calculation, multiplied by a fraction, the numerator of which
is the actual number of days in the Interest Accrual Period for such Class for
such Distribution Date, and the denominator of which is 30. Such withdrawal and
deposit shall be treated as a contribution of cash by the Depositor to REMIC I.
Immediately following any such withdrawal and deposit, and immediately following
the conveyance of any Subsequent Mortgage Loans to the Trust Fund on any
Subsequent Transfer Date, the Trust Administrator shall withdraw from the
Interest Coverage Accounts and remit to the Depositor or its designee an amount
equal to the excess, if any, of the amount remaining in such Interest Coverage
Account over the amount that would be required to be withdrawn therefrom
(assuming sufficient funds therein) pursuant to the second preceding sentence on
each subsequent Distribution Date, if any, that shall occur during the Funding
Period or that shall be the Distribution Date immediately following the end of
the Funding Period, if no Subsequent Mortgage Loans were acquired by the Trust
Fund after the end of the Prepayment Period relating to the current Distribution
Date (assuming that LIBOR remains constant at the level of LIBOR applicable to
the calculation of the Pass-Through Rate for the Class A Certificates and
Mezzanine Certificates for the current Distribution Date).

      (d)   Upon the earlier of (i) the Distribution Date immediately following
the end of the Funding Period, (ii) the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero or (iii) the termination of this Agreement in accordance with Section 9.01,
any amount remaining on deposit in the Interest Coverage Accounts after
distributions pursuant to paragraph (c) above shall be withdrawn by the Trust
Administrator and paid to the Depositor or its designee.

      SECTION 4.09.     [Reserved].

      SECTION 4.10.     Net WAC Rate Carryover Reserve Account.

      (a)   No later than the Closing Date, the Trust Administrator 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 Trust Administrator, in trust for the registered Holders of
Park Place Securities Inc., Asset-Backed Pass-Through Certificates, Series
2004-WWF1." The Trustee shall deposit into the Net WAC Rate Carryover Reserve
Account any payments received by it (i) under the Cap Contracts for the benefit
of the Holders of the Adjustable-Rate Certificates and (ii) pursuant to Section
4.01(a)(4)(iv).

      (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 Trust


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Administrator 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, after taking into account amounts
received under the Cap Contracts, rather than distributing such amounts to the
Class CE Certificateholders. On each such Distribution Date, the Trust
Administrator 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 (other than amounts paid by the Cap Contracts) shall
be treated as amounts distributed by REMIC II 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 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 Trust Administrator, and the Trust Administrator
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 Trust Administrator 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 Trust Administrator 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
Trust Administrator 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 Trust Administrator, the Trust Administrator 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.


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      (f)   For federal income tax return and information reporting, the value
assigned to the right of the Holders of the Class A-1A Certificates, the Class
A-1B and Class A-1C Certificates, the Class A-1D Certificates, the Class A-3
Certificates, the Group III Certificates and the Mezzanine Certificates to
receive payments from the Net WAC Rate Carryover Reserve Account in respect of
any Net WAC Rate Carryover Amount shall be $78,000, $494,000, $48,000, $20,000,
$220,000 and $960,000, respectively.


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<PAGE>

                                   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-24. 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 Trust
Administrator, and delivered by the Trustee or the Trust Administator on behalf
of the Trustee, and the Trustee, or the Trust Administrator on behalf of 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 Trust
Administator by an authorized signatory. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Trustee or the Trust Administrator shall bind the Trustee or the Trust
Administrator 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
Trust Administrator 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 Trust Administrator is
hereby initially appointed


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<PAGE>


as the Book-Entry Custodian and hereby agrees to act as such in accordance
herewith and in accordance with the agreement that it 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 Master Servicer, the Trustee,
the Trust Administrator (if the Trust Administrator 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 Trust Administrator
resigns or is removed in accordance with the terms hereof, the Trustee or, 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 Trust Administrator, the Trustee, the Master 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 Trust Administrator 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 Trust Administrator 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 Master 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 Trust
Administrator 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 Trust Administrator 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 Trust Administrator 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
Trust Administrator 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-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 Master Servicer, the Trust Administrator
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.


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Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trust Administrator, to the extent
applicable with respect to such Definitive Certificates, and the Trust
Administrator shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

      SECTION 5.02.     Registration of Transfer and Exchange of Certificates.

      (a)   The Trust Administrator shall cause to be kept at one of the offices
or agencies to be appointed by the Trust Administrator 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 Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trust
Administrator 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 Master 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 Trust Administrator shall at any
time not be the Certificate Registrar, the Trust Administrator 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 A-4 Certificate, Class A-IO-S Certificate,
Class M-11 Certificate, Class CE Certificate, Class P Certificate 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 Trust
Administrator 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 Trust Administrator, the Master Servicer, in its
capacity as such, 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, the
Trustee or the Trust Administrator is obligated to register or qualify the
Private Certificates under the 1933 Act or any other securities


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<PAGE>


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-11 Certificates is to be made
without registration under the 1933 Act (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),
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 Trust Administrator, the Depositor, the Certificate Registrar and the Master
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 Private Certificate (other than a Class A-IO-S or
Class M-11 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 either the Trustee or the
Trust Administrator is provided with an Opinion of Counsel for the benefit of
the Trust Fund, the Depositor, the Trustee, the Trust Administrator, the NIMS
Insurer and the Master 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 Master Servicer, the NIMS Insurer, the Trustee, the
Trust Administator 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 Master Servicer, the NIMS Insurer, the Trustee,
the Trust Administrator 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 Trust Administrator shall be


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<PAGE>


entitled to conclusively rely upon a representation (which, upon the request of
the Trust Administrator, shall be a written representation) from the Depositor
of the status of such transferee as an affiliate of the Depositor.

      Each beneficial owner of the Mezzanine Certificates, Class A-IO-S
Certificates or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that Certificate or interest therein,
that either (i) it is not a Plan or acting, directly or indirectly, on behalf of
a Plan or with Plan Assets, (ii) for such Certificates other than the Class M-11
Certificates and Class A-IO-S it has acquired and is holding such Certificates
in reliance on the Underwriters' Exemption, and that it understands that there
are certain conditions to the availability of the Underwriters' Exemption,
including that such Certificates (other than the Class M-11 Certificates) must
be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by
Moody's, Fitch or S&P or (iii) (1) it is an insurance company, (2) the source of
funds used to acquire or hold the certificate or interest therein is an
"insurance company general account," as such term is defined in PTCE 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

      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 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
Master Servicer, the Trustee, the Trust Administrator 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


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<PAGE>


      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.

            (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


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      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 Trust Administrator 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 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
Trust Administrator.

      (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 Trust Administrator 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 Trust Administrator, 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 Trust Administrator 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 Trust
Administrator maintained for such


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purpose pursuant to Section 8.12, the Trust Administrator 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 Trust Administrator maintained for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange the Trustee or the Trust Administrator on behalf of 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 Trust Administrator) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trust Administrator 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 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 Trust Administrator 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 Trust Administrator shall cause the Certificate Registrar
(unless the Trust Administrator is acting as Certificate Registrar) to provide
notice to the Trust Administrator of each transfer of a Certificate and to
provide the Trust Administrator with an updated copy of the Certificate Register
on the first Business Day in March and August of each year, commencing in March
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 Trust Administrator
or the Certificate Registrar, or the Trust Administrator and the Certificate
Registrar receive evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (ii) there is delivered to


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the Trustee, the Trust Administrator 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, the
Trust Administrator or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee, or the Trust Administrator on
behalf of 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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
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
Master Servicer, the Trustee, the Trust Administrator, the Certificate
Registrar, the NIMS Insurer or any agent of any of them shall be affected by
notice to the contrary.

      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 Trust Administrator
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 Trust Administrator, the Depositor promptly shall
inform the Trust Administrator of such event and shall deliver to the Trust
Administrator ten copies of the private placement memorandum or disclosure
document, as revised, amended or supplemented. The Trust Administrator 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 Trust Administrator 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
Trust Administrator; 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 Trust Administrator
since the Closing Date pursuant to Section 10.01(h), (D) any and all Officers'
Certificates delivered to the


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Trust Administrator by the Master Servicer since the Closing Date to evidence
the Master 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 Trust Administrator by the Master 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 Trust Administrator upon request at the expense of
the person requesting the same.


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                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

      SECTION 6.01.     Liability of the Depositor and the Master Servicer.

      The Depositor and the Master 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 Master Servicer
herein.

      SECTION 6.02.     Merger or Consolidation of the Depositor or the Master
                        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
Master Servicer shall keep in full effect its existence, rights and franchises
as a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Fannie Mae or
Freddie Mac in good standing. The Depositor and the Master 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 Master 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 Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master 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 Master 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 and 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 Master
                        Servicer and Others.

      None of the Depositor, the NIMS Insurer, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or the Master 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 Master
Servicer or any such person against any breach of warranties, representations or
covenants made herein, or against any specific liability imposed on the Master
Servicer pursuant


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<PAGE>


hereto, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Depositor,
the NIMS Insurer, the Master Servicer, the Trustee or the Trust Administrator
and any director, officer, employee or agent of the Depositor, the NIMS Insurer,
the Master Servicer, the Trustee or The Trust Administrator 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 Master Servicer and any director,
officer, employee or agent of the Depositor, the NIMS Insurer or the Master
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 Master 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. Neither the Depositor, the NIMS Insurer nor the Master 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 Master 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 Master 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 Master 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 Master Servicer.

      The Master 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 Trust Administrator the NIMS Insurer and written confirmation
from each Rating Agency (which confirmation shall be furnished to the Depositor,
the NIMS Insurer, the Trust Administrator and the Trustee) that such resignation
shall not cause such Rating Agency to reduce the then current rating of the
Class A or Mezzanine Certificates. Any such determination pursuant to clause (i)
of the preceding sentence, permitting the resignation of the Master Servicer,
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Master Servicer and delivered to the Trustee, the Trust
Administrator and the NIMS Insurer. No resignation of the Master Servicer shall
become effective until the Trustee or a successor servicer acceptable to the
NIMS Insurer


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<PAGE>


shall have assumed the Master Servicer's responsibilities, duties, liabilities
(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.

      Except as expressly provided herein, the Master 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 Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of the Master Servicer are transferred to a successor master servicer, the
entire amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.

      SECTION 6.05.     Rights of the Depositor in Respect of the Master
                        Servicer.

      The Master Servicer shall afford (and any Sub-Servicing Agreement shall
provide that each Sub-Servicer shall afford) the Depositor, the NIMS Insurer,
the Trust Administrator and the Trustee, upon reasonable advance notice in
writing, during normal business hours at the office designated by the Master
Servicer, access to all records maintained by the Master Servicer (and any such
Sub-Servicer) in respect of the Master Servicer's rights and obligations with
respect to the Mortgage Loans hereunder and access to officers of the Master
Servicer (and those of any such Sub-Servicer) responsible for such obligations.
Upon reasonable advance notice in writing, the Master Servicer shall furnish to
the Depositor, the NIMS Insurer, the Trust Administrator and the Trustee its
(and any such Sub-Servicer's) most recent financial statements and such other
information relating to the Master Servicer's capacity to perform its
obligations under this Agreement that it possesses. To the extent such
information is not otherwise available to the public, the Depositor, the NIMS
Insurer, the Trust Administrator and the Trustee shall not disseminate any
information obtained pursuant to the preceding two sentences without the Master
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,
the Trust Administrator or the Trust Fund, and in either case, the Depositor,
the NIMS Insurer, the Trust Administrator 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 Master Servicer under this Agreement and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer under this Agreement or exercise the rights of
the Master Servicer under this Agreement; provided that the Master 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
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.


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<PAGE>

      SECTION 6.06.     Sub-Servicing Agreements Between the Master Servicer and
                        Sub-Servicers.

      (a)   The Master 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 Master 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 Master
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 Master Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Master Servicer
shall deliver to the Trust Administrator and the NIMS Insurer copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Master 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 the Sub-Servicer
of the Mortgage Loans.

      (b)   As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Trust Administrator 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 Master Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement at its own


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expense, and shall be reimbursed therefor only (i) from a general 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 Master 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 Master Servicer without any act or deed
on the part of such Sub-Servicer or the Master Servicer, and the Master 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 Trust Administrator or the
Trustee without fee, in accordance with the terms of this Agreement, in the
event that the Master Servicer shall, for any reason, no longer be the Master
Servicer (including termination due to a Master Servicer Event of Default).

      SECTION 6.08.     Liability of the Master Servicer.

      Notwithstanding any Sub-Servicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer and
a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Master Servicer shall remain obligated and primarily liable to
the Trustee, the Trust Administrator 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 Master Servicer alone were servicing and
administering the Mortgage Loans. The Master Servicer shall be entitled to enter
into any agreement with a Sub-Servicer for indemnification of the Master
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 Trust Administrator, 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 Master
Servicer alone, and the NIMS Insurer, the Trustee, the Trust Administrator 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 Master Servicer shall be solely liable
for all fees owed


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<PAGE>


by it to any Sub-Servicer, irrespective of whether the Master Servicer's
compensation pursuant to this Agreement is sufficient to pay such fees.

      SECTION 6.10.     Assumption or Termination of Sub-Servicing Agreements by
                        Trustee.

      In the event the Master Servicer shall for any reason no longer be the
master servicer (including termination due to a Master Servicer Event of
Default), the Trustee or its designee shall thereupon assume (or cause its
designee or the successor master servicer for the Trustee appointed pursuant to
Section 7.02 to assume) all of the rights and obligations of the Master Servicer
under each Sub-Servicing Agreement that the Master 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 Master Servicer's interest therein and to have replaced the
Master 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 Master 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 Master Servicer shall be deemed to have assumed any
liability or obligation of the Master Servicer that arose before it ceased to be
the Master Servicer.

      The Master Servicer at its expense shall, upon request of the Trustee or
the Trust Administrator, 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 Master 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
Master 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.     Master Servicer Events of Default.

      "Master Servicer Event of Default," wherever used herein, means any one of
the following events:

            (i)   any failure by the Master Servicer to remit to the Trust
      Administator for distribution to the Certificateholders any payment (other
      than an Advance required to be made from its own funds on any Master
      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 Master Servicer by the Depositor or the Trustee (in
      which case notice shall be provided by telecopy), or to the Master
      Servicer, the Depositor, the Trust Administrator 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 Master Servicer duly to observe
      or perform in any material respect any of the covenants or agreements on
      the part of the Master Servicer contained in this Agreement (or, if the
      Master 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 Master
      Servicer by the Depositor or the Trustee, or to the Master Servicer, the
      Depositor, the Trust Administrator 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
      Master 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 Master Servicer and if such proceeding
      is being contested by the Master 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 Master 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 Master Servicer or of or relating to all or substantially
      all of its property; or


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            (v)   the Master 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 Master Servicer to make any Advance on any
      Master 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 following the Master Servicer
      Remittance Date.

      If a Master 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 Master 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
Master Servicer, terminate all of the rights and obligations of the Master
Servicer in its capacity as Master Servicer under this Agreement, to the extent
permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If
a Master Servicer Event of Default described in clause (vii) hereof shall occur,
the Trustee shall, by notice in writing to the Master Servicer, the Trust
Administrator and the Depositor, terminate all of the rights and obligations of
the Master Servicer in its capacity as Master Servicer under this Agreement and
in and to the Mortgage Loans and the proceeds thereof and the Trustee or a
successor Master 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 Master Servicer. On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master 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 Master 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 Master 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 Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master 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 Master Servicer to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account or any REO Account or Escrow Account held by or on behalf of the Master
Servicer or thereafter be received with respect to the Mortgage Loans or any REO
Property serviced by the Master Servicer (provided, however, that the Master
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date


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of such termination, whether in respect of Advances or otherwise, and shall
continue to be 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, each of the Trustee and the Trust
Administrator shall not be deemed to have knowledge of a Master Servicer Event
of Default unless a Responsible Officer of the Trustee or Trust Administrator
assigned to and working in the Trustee's or the Trust Administrator's Corporate
Trust Office has actual knowledge thereof or unless written notice is received
by the Trust Administrator 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 Master Servicer (or
by the Trust Fund if the Master 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 Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master 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 Master Servicer (except for any representations or warranties of
the Master 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 Master 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 Master Servicer's
failure to provide information required by Section 7.01 shall not be considered
a default by the Trustee, as successor to the Master 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 Master 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 Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
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 and the NIMS Insurer and having a
net worth of not less than $15,000,000 as the successor to the Master Servicer
under this Agreement in the assumption of all or any part of the
responsibilities,


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duties or liabilities of the Master Servicer under this Agreement. No
appointment of a successor to the Master Servicer under this Agreement shall be
effective until the assumption by the successor of all of the Master 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 0.50% per annum. The Depositor, the Trustee,
the Trust Administrator 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 Master Servicer under this Agreement,
the Trustee shall act in such capacity as hereinabove provided.

      (b)   [reserved]

      (c)   If the Master Servicer is terminated pursuant to Section 7.01, then
the successor Master 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 Master Servicer
has not been fully reimbursed for its Advances and Servicing Advances, but
instead the successor Master Servicer shall include such amounts in the
applicable remittance to the Trust Administrator made pursuant to Section
3.04(g) to the extent of amounts on deposit in the Collection Account on the
related Master Servicer Remittance Date. The Trust Administrator is hereby
authorized to pay to the terminated Master Servicer (or the related Advancing
Person in accordance with Section 3.23) and the successor Master Servicer, as
applicable, reimbursements for Advances and Servicing Advances from the
Distribution Account to the same extent each such Master 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 Master
Servicer (or related Advancing Person) has been reimbursed for all Advances and
Servicing Advances made by it, the successor Master 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)   Notwithstanding anything contained herein, the parties hereto hereby
agree hat Ameriquest Mortgage Company shall immediately succeed as successor
Master Servicer if Wells Fargo Bank, N.A. resigns or is removed as Master
Servicer under this 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 Master Servicer pursuant to Section 7.01
above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trust Administrator shall give prompt written notice
thereof to Certificateholders and the NIMS Insurer at their respective addresses
appearing in the Certificate Register.


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      (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 Master Servicer Event of Default or five days after a Responsible
Officer of the Trustee or the Trust Administrator becomes aware of the
occurrence of such an event, the Trustee or the Trust Administrator shall
transmit by mail to the NIMS Insurer and to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of Default
shall have been cured or waived.

      SECTION 7.04.     Waiver of Master 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 Master Servicer Event of Default hereunder may waive such
default or Master Servicer Event of Default; PROVIDED, HOWEVER, that a default
or Master 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 Master
Servicer Event of Default, such default or Master 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
Master 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 AND THE TRUST ADMINIISTRATOR

      SECTION 8.01.     Duties of Trustee and Trust Administrator.

      References to the Trust Administrator in this Article VIII refer to Wells
Fargo Bank, N.A. in that capacity and not in its capacity as Master Servicer and
such references do not affect the Master Servicer's obligations as Master
Servicer hereunder.

      The Trustee, prior to the occurrence of a Master Servicer Event of Default
and after the curing of all Master 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 Master 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. The Trust Administrator undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement. Any
permissive right of the Trustee or the Trust Administrator enumerated in this
Agreement shall not be construed as a duty.

      Each of the Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator 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 and the Trust Administrator 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
or the Trust Administrator 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 Master Servicer Event of Default,
      and after the curing of all such Master 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 duties and obligations of the Trust Administrator shall be
      determined solely by the express provisions of this Agreement, the Trust
      Administrator shall not be liable except for the performance of such
      duties and obligations as are


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      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trust
      Administrator and, in the absence of bad faith on the part of the Trust
      Administrator 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 Trust Administrator that conform to the
      requirements of this Agreement;

            (iii) Neither the Trustee nor the Trust Administrator shall be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer or Responsible Officers of the Trustee or the Trust
      Administrator, as applicable, unless it shall be proved that the Trustee
      or the Trust Administrator was negligent in ascertaining the pertinent
      facts; and

            (iv)  Neither the Trustee nor the Trust Administrator shall 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 the Trust
      Administrator, as applicable, or exercising any trust or power conferred
      upon it, under this Agreement.

      Neither the Trustee nor the Trust Administrator shall 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, in the case of the Trust
Administrator, be responsible for the manner of performance of, any of the
obligations of the Master 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 Master Servicer in accordance with
the terms of this Agreement.

      SECTION 8.02.     Certain Matters Affecting the Trustee and the Trust
                        Administrator.

            (a)   Except as otherwise provided in Section 8.01:

            (i)   Each of the Trustee and the Trust Administrator 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)  Each of the Trustee and the Trust Administrator 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;


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            (iii) Neither the Trustee nor the Trust Administrator shall 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 or the Trust Administrator,
      as applicable, 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 Master 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)  Neither the Trustee nor the Trust Administrator shall 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 Master Servicer Event of Default
      hereunder and after the curing of all Master 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 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 Trust Administrator 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 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 Trust
      Administrator of the costs, expenses or liabilities likely to be incurred
      by it in the making of such investigation is, in the opinion of the Trust
      Administrator not reasonably assured to the Trust Administrator by such
      Certificateholders, the Trust Administrator may require reasonable
      indemnity against such expense, or liability from such Certificateholders
      or the NIMS Insurer as a condition to taking any such action;

            (vii) Each of the Trustee and the Trust Administrator may execute
      any of the trusts or powers hereunder or perform any duties hereunder
      either directly or by or through agents or attorneys; and


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            (viii) Neither the Trustee nor the Trust Administrator shall 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 Master Servicer pursuant to Section 3.06.

      (b)   All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, or the Trust Administrator 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 or the Trust
Administrator 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 Trust Administrator, on behalf of
the Trustee, to execute, deliver and perform its obligations under the Cap
Contracts on the Closing Date and thereafter on behalf of the Holders of the
Certificates benefiting from the Cap Contracts. The Seller, the Depositor, the
Master Servicer and the Holders of the Certificates benefiting from the Cap
Contracts, by their acceptance of such Certificates, acknowledge and agree that
the Trustee shall execute, deliver and perform its obligations under the Cap
Contracts and shall do so solely in its capacity as Trust Administrator on
behalf of the Trustee of the Trust Fund and not in its individual capacity.

      SECTION 8.03.     Neither the Trustee Nor the Trust Administrator Liable
                        for Certificates or Mortgage Loans.

      The recitals contained herein and in the Certificates (other than the
signature of the Trust Administrator, on behalf of the Trustee, the
authentication of the Certificate Registrar on the Certificates, the
acknowledgments of the Trustee and the Trust Administrator contained in Article
II and the representations and warranties of the Trustee and the Trust
Administrator in Section 8.13) shall be taken as the statements of the Depositor
and neither the Trustee nor the Trust Administrator assumes any responsibility
for their correctness. Neither the Trustee nor the Trust Administrator make any
representations or warranties as to the validity or sufficiency of this
Agreement (other than with respect to the Trustee, the signature of the Trustee
and with respect to the Trust Administrator, the signature of the Trust
Administrator on behalf of the Trustee and authentication of the Certificate
Registrar on the Certificates) or of any Mortgage Loan or related document.
Neither the Trustee nor the Trust Administrator shall 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 Master Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Collection Account by the Master Servicer, other than
with respect to the Trustee, any funds held by or on behalf of the Trustee
(other than by the Trust Administrator), and with respect to the Trust
Administrator, any amounts held by or on behalf of the Trust Administrator in
accordance with Section 3.04.


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      SECTION 8.04.     Trustee and Trust Administrator May Own Certificates.

      Each of the Trustee and the Trust Administrator, 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 or the Trust
Administrator, as applicable.

      SECTION 8.05.     Trustee's and Trust Administrator'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 related Master Servicer Remittance Date and ending on such Distribution
Date, shall be paid to the Trust Administrator, as compensation for its duties
and obligations under this Agreement (and the Trust Administrator shall pay a
portion of such amount as compensation to the Trustee) and the Trust
Administrator 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 Trust Administrator by the related
Determination Date pursuant to the Custodial Agreement. The Trustee and the
Trust Administrator, as applicable, or any director, officer, employee or agent
of the Trustee and the Trust Administrator, as applicable, 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
and the Trust Administrator, as applicable, (including the compensation and the
expenses and disbursements of its agents and counsel) in the ordinary course of
the Trustee's and the Trust Administrator's performance, as applicable, in
accordance with the provisions of this Agreement) incurred by the Trustee and
the Trust Administrator, as applicable, 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
Master Servicer's obligations and duties under this Agreement and the Mortgage
Loans (for which the Master Servicer shall indemnify pursuant to Section
8.05(b)), (ii) that constitutes a specific liability of the Trustee and The
Trust Administrator, as applicable, 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 and the Trust Administrator, as applicable, or any director, officer,
employee or agent of the Trustee or the Trust Administrator, as applicable, 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 and the
Trust Administrator, or any director, officer, employee or agent of the Trustee
and the Trust Administrator, as applicable may have hereunder in its capacity as
such, may be withdrawn by the Trustee and the Trust Administrator, as applicable
from the Distribution Account at any time.

      (b)   The Master Servicer agrees to indemnify each of the Trustee and the
Trust Administrator from, and hold it harmless against, any loss, liability or
expense resulting from a breach of the Master 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 and the Trust
Administrator. Any payment hereunder made by the Master Servicer


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to the Trustee or the Trust Administrator shall be from the Master Servicer's
own funds, without reimbursement from the Trust Fund therefor.

      (c)   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 and the Trust
                        Administrator.

      Each of the Trustee and the Trust Administrator hereunder shall at all
times be a corporation or an association (other than the Depositor, the Seller,
the Master 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 or the
Trust Administrator shall cease to be eligible in accordance with the provisions
of this Section, the Trustee or the Trust Administrator, as the case may be,
shall resign immediately in the manner and with the effect specified in Section
8.07.

      SECTION 8.07.     Resignation and Removal of the Trustee and the Trust
                        Administrator.

      Either the Trustee or the Trust Administrator 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 Master Servicer and the Certificateholders.
Upon receiving such notice of resignation of the Trustee or the Trust
Administrator, the Depositor shall promptly appoint a successor trustee or, if
applicable, a trust administrator acceptable to the NIMS Insurer by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Trust Administrator and to the successor Trustee or Trust
administrator, as applicable. A copy of such instrument shall be delivered to
the Certificateholders, the Trustee or the Trust Administrator, as applicable,
and the Master Servicer by the Depositor.

      If at any time the Trustee or the Trust Administrator 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 in the case of the
Trust Administrator, the Trustee) or the NIMS Insurer, or if at any time the
Trustee or the Trust Administrator shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust
Administrator, as the case may be, 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 or the Trust Administrator, as applicable, and appoint a successor
Trustee or Trustee Administrator, as applicable, acceptable to the NIMS Insurer
by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or the Trust


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Administrator, as applicable, so removed and to the successor trustee. A copy of
such instrument shall be delivered to the Certificateholders and the Master
Servicer by the Depositor.

      If no successor Trustee or Trust Administrator 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 or trust administrator.

      The Holders of Certificates entitled to at least 51% of the Voting Rights
(or the NIMS Insurer upon failure of the Trustee or the Trust Administrator to
perform its obligations hereunder) may at any time remove the Trustee or the
Trust Administrator, as the case may be, and appoint a successor Trustee or
Trust Administrator, as applicable, acceptable to the NIMS Insurer by written
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 and the Trust
Administrator, as applicable, so removed and one complete set to the successor
so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

      Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor trustee or trust administrator, as applicable,
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor trustee or trust administrator
as provided in Section 8.08.

      SECTION 8.08.     Successor Trustee or Trust Administrator.

      Any successor trustee or trust administrator appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor, the NIMS
Insurer, the Trustee and the Trust Administrator, as applicable, and to its
predecessor trustee or trust administrator, as applicable, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee or trust administrator, as applicable, shall become
effective and such successor trustee or trust administrator, 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 or Trust Administrator 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 or trust administrator 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 or
trust administrator, as the case may be, all such rights, powers, duties and
obligations.

      No successor trustee or trust administrator shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
trustee or trust administrator, as the case may be, shall be eligible under the
provisions of Section 8.06 and the appointment of such successor trustee or
trust administrator shall not result in a downgrading of any Class of
Certificates by each Rating Agency, as evidenced by a letter from each Rating
Agency.


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      Upon acceptance of appointment by a successor trustee or trust
administrator as provided in this Section, the Depositor shall mail notice of
the succession of such trustee or trust administrator 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 or trust administrator, the successor
trustee or trust administrator shall cause such notice to be mailed at the
expense of the Depositor.

      SECTION 8.09.     Merger or Consolidation of Trustee or the Trust
                        Administrator.

      Any corporation or association into which the Trustee or the Trust
Administrator 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 or the Trust Administrator shall be a party,
or any corporation or association succeeding to the business of the Trustee or
the Trust Administrator, as applicable, shall be the successor of the Trustee or
the Trust Administrator, as the case may be, 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.

      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 Master 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 Master 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 Master Servicer
and the NIMS Insurer. If the Master 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 Master 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 Master 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


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<PAGE>


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 Master 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.

      SECTION 8.11.     Appointment of Custodians.

      The Trustee may, with the consent of the Depositor, the Master Servicer
and the Trust Administrator, 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 Master Servicer to the Trustee, the consent to which shall not be
unreasonably withheld. The Trust Administrator, 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 Master Servicer and the Trust
Administrator 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 Trust Administrator 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
Trust Administrator in respect of the Certificates


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<PAGE>


and this Agreement may be delivered. As of the Closing Date, the Trust
Administrator designates its Corporate Trust Office in Minneapolis, Minnesota.

      SECTION 8.13.     Representations and Warranties of the Trustee and the
                        Trust Administrator.

      Each of the Trustee and the Trust Administrator hereby represents and
warrants, to the Master Servicer, the Trustee or the Trust Administrator, as
applicable, 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.

            (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.

      SECTION 8.14.     Trust Administrator Capacity.

      Each of the rights and immunities set forth in this Article VIII apply to
Wells Fargo Bank, N.A. solely in its capacity as Trust Administrator and not
individually or in its capacity as Master Servicer hereunder.


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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 Master Servicer, the
Trust Administrator and the Trustee (other than the obligation of the Trust
Administrator to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Master 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 the Trust Administrator 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 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. 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 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, and the Trust Administrator, 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 Master Servicer (or if the Master 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
is less than 10% of the sum of (x) the aggregate Stated Principal Balance of the


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Initial Mortgage Loans as of the Cut-off Date and (y) the Original :Pre-Funded
Amounts and (B) if the Terminator is the Master Servicer and is an affiliate of
the Seller, the Master Servicer shall have delivered to the Trust Administrator
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 Master 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 Trust Administrator 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 Trust
Administrator 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 Trust Administrator. The Trust Administrator
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 Trust
Administrator 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
certification to the Trustee by a Servicing Officer of 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 Trust Administrator 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
Trust Administrator 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 Trust
Administrator shall mail a second notice


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<PAGE>


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 Trust
Administrator 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 Trust Administrator shall
pay to the Underwriters 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust
Administrator), the Trust Administrator 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 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, (iv) 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 (v) 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.
Neither the Trustee nor the Trust Administrator shall 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 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 Trust Administrator 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 Trust Administrator (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 Trust Administrator, 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
Trust Administrator or an Affiliate as its agent to perform all of the duties of
the tax matters person for the Trust Fund.


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      (d)   The Trust Administrator shall prepare, the Trustee shall sign, and
the Trust Administrator shall file all of the Tax Returns in respect of each
REMIC created hereunder. The expenses of preparing and filing such returns shall
be borne by the Trust Administrator without any right of reimbursement therefor.
The Master Servicer shall provide on a timely basis to the Trustee and the Trust
Administrator 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 and
the Trust Administrator to enable it to perform its obligations under this
Article.

      (e)   The Trust Administrator 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 Trust Administrator 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 Master
Servicer shall provide on a timely basis to the Trust Administrator 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 and the Trust Administrator 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 Trust Administrator within ten (10)
days after the Closing Date, all information or data that the Trust
Administrator 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 and the Trust Administrator 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 Master Servicer shall assist it, to the extent reasonably
requested by it). The Trustee and the Trust Administrator 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, the Trust Administrator and the NIMS Insurer have received
an Opinion of Counsel, addressed to the Trustee, the Trust Administrator 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 or the Trust Administrator) 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
Master Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee, the Trust Administrator 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 Master Servicer shall
consult with the Trustee, the Trust Administrator, and the NIMS Insurer, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with


                                      182
<PAGE>


respect to any Trust REMIC, and the Master Servicer shall not take any such
action or cause any Trust REMIC to take any such action as to which the Trustee,
the Trust Administrator or the NIMS Insurer has advised it in writing that an
Adverse REMIC Event could occur. The Trustee, the Trust Administrator 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 or
the Trust Administrator, as applicable. The Trust Administrator, 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 Trust Administrator
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 Trust Administrator pursuant to Section
10.03 hereof, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article X, (ii) to the Master
Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results
from a breach by the Master 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,
2005, the Trust Administrator shall deliver to the Master Servicer, the NIMS
Insurer and each Rating Agency a Certificate from a Responsible Officer of the
Trust Administrator stating, without regard to any action taken by any party
other than the Trust Administrator, the Trust Administrator's compliance with
this Article X.

      (i)   The Trust Administrator 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 Trust Administrator 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, neither the Trustee nor the Trust
Administrator shall 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


                                      183
<PAGE>


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)   None of the Trustee, the Trust Administrator or the Master 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.

      SECTION 10.02.    Prohibited Transactions and Activities.

      None of the Depositor, the Master Servicer, the Trust Administrator 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, the Trust Administrator 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 or the
Trust Administator) 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.    Master Servicer and Trustee and Trust Administrator
                        Indemnification.

      (a)   The Trustee agrees to indemnify the Trust Fund, the NIMS Insurer,
the Depositor, the Trust Administrator and the Master Servicer for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the Master
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 as a result of the location of the Trustee.

      (b)   The Trust Administrator agrees to indemnify the Trust Fund, the NIMS
Insurer, the Depositor, the Trustee and the Master Servicer for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Trustee or the Master Servicer,
caused solely by the Trust Administrator'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 as a result of the location of the Trust
Administrator.


                                      184
<PAGE>


      (c)   The Master Servicer agrees to indemnify the Trust Fund, the NIMS
Insurer, the Depositor, the Trust Administrator 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, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
Article III or this Article X or any state, local or franchise taxes imposed
upon the Trust as a result of the location of the Master Servicer or any
subservicer.


                                      185
<PAGE>


                                   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 Master Servicer, the Trust Administrator, 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 Master Servicer, the Trust Administrator and
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 Master Servicer, the NIMS Insurer, the Trust
Administrator and 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 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 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 Master 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 Master 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, the Trust Administrator 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


                                      186
<PAGE>


pursuant to the 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 Master Servicer, the Trust Administrator 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.

      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 and the Trust Administrator 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 or the Trust
Administrator.

      Each of the Trustee and the Trust Administrator 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
Master 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.

      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.


                                      187
<PAGE>


      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 and the Trust Administrator 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 and the Trust Administrator to
institute such action, suit or proceeding in the name of the Trustee hereunder
and shall have offered to the Trustee and the Trust Administrator such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee or the Trust
Administrator, 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 and the
Trust Administrator, 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 and the Trust
Administrator 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 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 Master
Servicer, the NIMS Insurer, the Trust Administrator and the Trustee in writing
by the Depositor, (b) in the case of the Master Servicer, Wells Fargo Bank,
N.A., 1 Home Campus, Des Moines, Iowa 50328-0001, Attention: John Brown, MAC
X2401-042 with a copy to Wells Fargo Bank, N.A. 1 Home Campus, Des


                                      188
<PAGE>


Moines, Iowa 50328-0001 Attention: General Counsel MAC X2401-06T, or such other
address or telecopy number as may hereafter be furnished to the Trustee, the
Trust Administrator, the NIMS Insurer and the Depositor in writing by the Master
Servicer, (c) in the case of the Trust Administrator, Wells Fargo Bank, N.A.,
P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager--Park Place
2004-WWF1, with a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Park Place Securities, Inc., Series
2004-WWF1 , or such other address or telecopy number as may hereafter be
furnished in writing by the Trust Administrator, (d) in the case of the Trustee,
401 S. Tryon Street, Charlotte, North Carolina 28288, Attn: Structured Finance
Services, Park Place Securities Inc. 2004-WWF1, 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
Master 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 Trust Administrator 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 Master Servicer Event of Default that
      has not been cured or waived;

            3.    The resignation or termination of the Master Servicer or the
      Trust Administrator;

            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;


                                      189
<PAGE>


            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 Trust
      Administrator, were it to succeed as Master Servicer, to make advances
      regarding delinquent Mortgage Loans; and

            8.    The filing of any claim under the Master 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 Trust Administrator shall promptly furnish to each Rating
Agency and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Master 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


                                      190
<PAGE>


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 shall be a third-party beneficiary of this Agreement to
the same extent as if it were a party 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.


                                      191
<PAGE>


      IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust
Administrator and 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:
                                           ------------------------------------
                                        Name:
                                        Title:


                                        WELLS FARGO BANK, N.A.,
                                        as Master Servicer


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:


                                        WELLS FARGO BANK, N.A., as
                                        Trust Administrator


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:

<PAGE>


STATE OF CALIFORNIA      )
                         ) ss.:
COUNTY OF ORANGE         )

      On the ___ day of ___________ 2004, before me, a notary public in and for
said State, personally appeared ____________, known to me to be an
________________ 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 __________ 2004, before me, a notary public in and for
said State, personally appeared __________________, known to me to be a
_________________ of Wells Fargo Bank, N.A., 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           )

      On the ___ day of ________ 2004, before me, a notary public in and for
said State, personally appeared _________________, known to me to be an
____________________ 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>


STATE OF    )
            ) ss.:
COUNTY OF   )

      On the ___ day of ________ 2004, before me, a notary public in and for
said State, personally appeared _________________, known to me to be an
____________________ of Wachovia Bank, National Association, 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").


<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2004-WWF1, Class A-1A                               Aggregate Certificate Principal
                                                           Balance of the Class A-1A
                                                           Certificates as of the Issue
                              Date: $600,000,000.00

Pass-Through Rate: Variable                                Denomination:  $600,000,000.00

Date of Pooling and Servicing Agreement and Cut-off        Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                       Trustee: Wachovia Bank, National Association

No. 1                                                      Trust Administrator: Wells Fargo Bank, N.A.

                                                           Issue Date: November 12, 2004

                               CUSIP: 70069F DU 8
</TABLE>


         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.


                                      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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator 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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-1-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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").


<TABLE>
<CAPTION>
<S>                                                     <C>
Series 2004-WWF1, Class A-1B                            Aggregate Certificate Principal Balance of
                                                        the Class A-1B Certificates as of the
                           Issue Date: $363,308,000.00



Pass-Through Rate: Variable                             Denomination:  $363,308,000.00

Date of Pooling and Servicing Agreement and Cut-off     Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                    Trustee: Wachovia Bank, National Association

No. 1                                                   Trust Administrator: Wells Fargo Bank, N.A.

                                                        Issue Date: November 12, 2004

                               CUSIP: 70069F DV 6
</TABLE>


      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.


                                      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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, the Trust
Administrator 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.


                                      A-2-2
<PAGE>


      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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator 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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-2-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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

                         FORM OF CLASS A-1C 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").


<TABLE>
<CAPTION>
<S>                                                     <C>
Series 2004-WWF1, Class A-1C                            Aggregate Certificate Principal
                            Balance of the Class A-1C
                                                        Certificates as of the Issue Date:
                                                        $1,000,000,000.00



Pass-Through Rate: Variable                             Denomination:  $1,000,000,000.00

Date of Pooling and Servicing Agreement and Cut-off     Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                    Trustee: Wachovia Bank, National Association

No. 1                                                   Trust Administrator: Wells Fargo Bank, N.A.

                                                        Issue Date: November 12, 2004

                               CUSIP: 70069F DW 4
</TABLE>


      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.


                                     A-3-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-1C Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1C 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 Master Servicer, the Trust
Administrator 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-1C 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-3-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-3-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-3-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-3-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-3-6
<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-3-7
<PAGE>


                                   EXHIBIT A-4

                         FORM OF CLASS A-1D 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").


<TABLE>
<CAPTION>
<S>                                                     <C>
Series 2004-WWF1, Class A-1D                            Aggregate Certificate Principal
                            Balance of the Class A-1D
                                                        Certificates as of the Issue Date:
                                                        $225,000,000.00

Pass-Through Rate: Variable                             Denomination:  $225,000,000.00

Date of Pooling and Servicing Agreement and Cut-off     Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                    Trustee: Wachovia Bank, National Association

No. 1                                                   Trust Administrator: Wells Fargo Bank, N.A.

                                                        Issue Date: November 12, 2004

                               CUSIP: 70069F DX 2
</TABLE>


      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.


                                      A-4-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-1D Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1D 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 Master Servicer, the Trust
Administrator 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-1D 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-4-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-4-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-4-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-4-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-4-6
<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-4-7
<PAGE>


                                   EXHIBIT A-5

                          FORM OF CLASS A-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").


<TABLE>
<CAPTION>
<S>                                                     <C>
Series 2004-WWF1, Class A-2                             Aggregate Certificate Principal
                            Balance of the Class A-2
                                                        Certificates as of the Issue Date:
                                                        $364,728,000.00

Pass-Through Rate: Variable                             Denomination:  $364,728,000.00

Date of Pooling and Servicing Agreement and Cut-off     Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                    Trustee: Wachovia Bank, National Association

No. 1                                                   Trust Administrator: Wells Fargo Bank, N.A.

                                                        Issue Date: November 12, 2004

                               CUSIP: 70069F DY 0
</TABLE>


      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.


                                      A-5-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-2 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-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 Master Servicer, the Trust
Administrator 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-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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-5-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-5-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-5-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-5-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-5-6
<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-5-7
<PAGE>


                                   EXHIBIT A-6

                          FORM OF CLASS A-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").


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class A-3                                     Aggregate Certificate Principal Balance of the Class
                                                                A-3 Certificates as of the Issue Date: $91,182,000.00
Pass-Through Rate: Variable                                     Denomination:  $91,182,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004

                                                                CUSIP: 70069F DG 9
</TABLE>


      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.


                                      A-6-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-3 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-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 Master Servicer, the Trust
Administrator 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-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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-6-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-6-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-6-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-6-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-6-6
<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-6-7
<PAGE>


                                   EXHIBIT A-7

                          FORM OF CLASS A-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").


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class A-4                                     Aggregate Certificate Principal
                                                                Balance of the Class A-4
                                                                Certificates as of the Issue Date:
                                                                $625,258,000.00

Pass-Through Rate: Variable                                     Denomination:  $625,258,000.00

Date of Pooling and  Servicing  Agreement and Cut-off           Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004

                                                                CUSIP: 70069F DZ 7
</TABLE>


      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.


                                      A-7-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-4 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-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 Master Servicer, the Trust
Administrator 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-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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-7-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-7-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-7-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-7-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-7-6
<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-7-7
<PAGE>


                                   EXHIBIT A-8

                          FORM OF CLASS A-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").


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class A-5                                     Aggregate  Certificate Principal Balance of the Class
                                                                A-5 Certificates as of the Issue Date: $69,474,000.00

Pass-Through Rate: Variable                                     Denomination:  $69,474,000.00

Date of Pooling and  Servicing  Agreement and Cut-off           Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004

                                                                CUSIP: 70069F DH 7
</TABLE>


      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.


                                      A-8-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-5 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-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 Master Servicer, the Trust
Administrator 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-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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                      A-8-2
<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.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                      A-8-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-8-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-8-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-8-6
<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-8-7
<PAGE>


                                   EXHIBIT A-9

                        FORM OF CLASS A-IO-S 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").


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class A-IO-S                                  Aggregate of the Class A-IO-S  Certificates as of the
                                                                Issue Date: $3,450,000,974.00 (Notional Amount)
Pass-Through Rate: Variable                                     Denomination:$3,450,000,974.00 (Notional Amount)

Date of Pooling and  Servicing  Agreement and Cut-off           Master Servicer:  Wells Fargo Bank, N.A.

Date: November 1, 2004
Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004

                                                                Cusip: 70069FE B9
</TABLE>


                                     A-9-1
<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 MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Morgan Stanley & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Notional Amount of the Class A-IO-S Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-IO-S 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 Master Servicer, the Trust
Administrator 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-IO-S 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                     A-9-2
<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) 0.50% per annum and (y) the Excess Servicing Fee Rate.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any),
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-9-3
<PAGE>


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 Trust Administrator, 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 Trust Adminstrator, the
Trustee or the Master 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, the Trust Administrator 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 Trust Administrator,
the Depositor, the Certificate Registrar and the Master 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(c) of the Agreement.

      No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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


                                     A-9-4
<PAGE>


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, the Trust Administrator 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-9-5
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November__, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-9-6
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-9-7
<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-9-8
<PAGE>


                                  EXHIBIT A-10

                          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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-1                                     Aggregate Certificate Principal
                                                                Balance of the Class M-1
                                                                Certificates as of the Issue Date:
                                                                $43,000,000.00

Pass-Through Rate: Variable                                     Denomination:  $43,000,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DJ 3
</TABLE>


      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-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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-10-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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.

I 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 Trust Administrator 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 Trust
Administrator 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


                                     A-10-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-2                                     Aggregate Certificate Principal
                                                                Balance of the Class M-2
                                                                Certificates as of the Issue Date:
                                                                $221,450,000.00

Pass-Through Rate: Variable                                     Denomination:  $221,450,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DK 0
</TABLE>


      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-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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-11-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-11-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-3                                     Aggregate Certificate Principal
                                                                Balance of the Class M-3
                                                                Certificates as of the Issue Date:
                                                                $64,500,000.00

Pass-Through Rate: Variable                                     Denomination:  $64,500,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DL 8
</TABLE>


      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-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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-12-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-12-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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>


                                  EXHIBIT A-13

                          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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-4                                     Aggregate Certificate Principal
                                                                Balance of the Class M-4
                                                                Certificates as of the Issue Date:
                                                                $109,650,000.00

Pass-Through Rate: Variable                                     Denomination:  $109,650,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DM 6
</TABLE>


      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-13-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-13-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-13-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-13-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-13-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-13-6
<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-13-7
<PAGE>


                                  EXHIBIT A-14

                         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, THE CLASS M-3
      CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EVENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-5                                     Aggregate Certificate Principal
                                                                Balance of the Class M-5
                                                                Certificates as of the Issue Date:
                                                                $73,100,000.00

Pass-Through Rate: Variable                                     Denomination:  $73,100,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DN 4
</TABLE>


      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-14-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-14-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-14-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-14-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-14-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-14-6
<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-14-7
<PAGE>


                                  EXHIBIT A-15

                          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 EACH CLASS OF 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 TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-6                                     Aggregate Certificate Principal
                                                                Balance of the Class M-6
                                                                Certificates as of the Issue Date:
                                                                $55,900,000.00

Pass-Through Rate: Variable                                     Denomination:  $55,900,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DP 9
</TABLE>


      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-15-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-15-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-15-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-15-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-15-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-15-6
<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-15-7
<PAGE>


                                  EXHIBIT A-16

                          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 EACH CLASS OF 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 EVENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-7                                     Aggregate Certificate Principal
                                                                Balance of the Class M-7
                                                                Certificates as of the Issue Date:
                                                                $68,800,000.00

Pass-Through Rate: Variable                                     Denomination:  $68,800,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DQ 7
</TABLE>


      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-16-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-16-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-16-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-16-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-16-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-16-6
<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-16-7
<PAGE>


                                  EXHIBIT A-17

                          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 EACH CLASS OF 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 EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-8                                     Aggregate Certificate Principal
                                                                Balance of the Class M-8
                                                                Certificates as of the Issue Date:
                                                                $47,300,000.00

Pass-Through Rate: Variable                                     Denomination:  $47,300,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DR 5
</TABLE>


      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-17-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-17-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-17-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-17-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-17-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-17-6
<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-17-7
<PAGE>


                                  EXHIBIT A-18

                          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 EACH CLASS OF CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CETIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLAS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8
      CERTIFICATE TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-9                                     Aggregate Certificate Principal
                                                                Balance of the Class M-9
                                                                Certificates as of the Issue Date:
                                                                $55,900,000.00

Pass-Through Rate: Variable                                     Denomination:  $55,900,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DS 3
</TABLE>


      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-18-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-18-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-18-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-18-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-18-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-18-6
<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-18-7
<PAGE>


                                  EXHIBIT A-19

                         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 EACH CLASS OF CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CETIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLAS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
      CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EVENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-10                                    Aggregate Certificate Principal
                                                                Balance of the Class M-10
                                                                Certificates as of the Issue Date:
                                                                $34,400,000.00

Pass-Through Rate: Variable                                     Denomination:  $34,4500,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer:  Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Issue Date: November 12, 2004

                                                                CUSIP: 70069F DT 1
</TABLE>


      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-19-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Admininstrator for that purpose as provided in the Agreement.


                                     A-19-2
<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.

      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 Master Servicer, the NIMS Insurer (if any), the Trustee, the
Trust Administrator and the rights of the Certificateholders under the Agreement
at any time by the Depositor, the Master Servicer, the NIMS Insurer (if any) and
the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-19-3
<PAGE>


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 Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-19-4
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-19-5
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-19-6
<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-19-7
<PAGE>


                                  EXHIBIT A-20

                         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.


                                     A-20-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class M-11                                    Aggregate Certificate Principal
                                                                Balance of the Class M-11
                                                                Certificates as of the Issue Date: $
                                                                32,250,000.00

Pass-Through Rate: Variable                                     Denomination: $ 32,250,000.00

Date of Pooling and Servicing Agreement and Cut-off             Master Servicer: Wells Fargo Bank, N.A.
Date: November 1, 2004

Distribution Date: December 27, 2004                            Trustee: Wachovia Bank, National Association

No. 1                                                           Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004

                                                                Cusip: 70069FE A1
</TABLE>


      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.


                      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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINSTRATOR 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.


                                     A-20-2
<PAGE>


      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 Master Servicer, the Trust Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator 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


                                     A-20-3
<PAGE>


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.

      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 Master Servicer, the NIMS Insurer (if any), the Trust
Administrator, the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the NIMS Insurer
(if any), the Trust Administrator 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 Trust Administrator 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 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


                                     A-20-4
<PAGE>


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 Master 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 Master 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(c) 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 Master Servicer, the Trustee, the NIMS Insurer (if any)
and the Certificate Registrar and any agent of the Depositor, the Master
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 Master 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 sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts


                                     A-20-5
<PAGE>


      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-20-6
<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: November __, 2004

                                         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-20-7
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-20-8
<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-20-9
<PAGE>


                                  EXHIBIT A-21

                          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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class CE                                      Aggregate Notional Amount of the Class CE
                                                                Certificates as of the Issue Date: $4,300,000,974.00
Date of Pooling and Servicing Agreement and Cut-off             Aggregate Certificate balance of the Class CE
Date: November 1, 2004                                          Certificates as of the Issue Date:

Distribution Date: December 27, 2004                            $154,800,874.00

No. 1                                                           Master Servicer:  Wells Fargo Bank, N.A.

Issue Date: November 12, 2004                                   Trustee: Wachovia Bank, National Association

                                                                Trust Administrator: Wells Fargo Bank, N.A.
</TABLE>


                                     A-21-1
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 (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 Master Servicer, the Trust
Administrator 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 Trust Adiministrator by
wire transfer in


                                     A-21-2
<PAGE>


immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administator 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 Master Servicer, the NIMS Insurer (if any), the Trust
Administrator, the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the NIMS Insurer
(if any) and the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-21-3
<PAGE>


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 Trust
Administrator 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 Trust
Administrator, the Trustee or the Master 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 Trust Administrator 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 Trust Administrator
the Depositor, the Certificate Registrar and the Master 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(c) of the Agreement.

      No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, the
NIMS Insurer (if any), the Certificate Registrar or any such agent shall be
affected by notice to the contrary.


                                     A-21-4
<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 Trust Administrator 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, the Trust Administrator 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-21-5
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-21-6
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-21-7
<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-21-8
<PAGE>


                                  EXHIBIT A-22

                           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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, Class P                                       Aggregate Certificate Principal Balance of the Class
                                                                P Certificates as of the Issue Date: $100.00
Date of Pooling and Servicing Agreement and Cut-off             Denomination:  $100.00
Date: November 1, 2004

Distribution Date: December 27, 2004                            Master Servicer:  Wells Fargo Bank, N.A.

No. 1                                                           Trustee:  Wachovia Bank, National Association

                                                                Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004
</TABLE>


                                     A-22-1
<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.


                                     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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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 (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 Master Servicer, the Trust
Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator for that purpose as provided in the Agreement.


                                     A-22-3
<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 Master Servicer, the NIMS Insurer (if any), the Trust
Adminstrator, the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the NIMS Insurer
(if any) and the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-22-4
<PAGE>


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 Trust Administrator, 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 Trust Adminstrator, the Trustee or the Master
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, the Trust
Administrator 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 Trust Administrator, the
Depositor, the Certificate Registrar and the Master 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(c) of the Agreement.

      No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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


                                     A-22-5
<PAGE>


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, the Trust Administrator 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 Trust Adminstrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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 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 TRUST
      ADMINISTRATOR 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.


<TABLE>
<CAPTION>
<S>                                                             <C>
Series 2004-WWF1, 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 and Cut-off             Denomination: 100% Percentage Interest
Date: November 1, 2004

Distribution Date: December 27, 2004                            Master Servicer:  Wells Fargo Bank, N.A.

No. 1                                                           Trustee:  Wachovia Bank, National Association

                                                                Trust Administrator: Wells Fargo Bank, N.A.

                                                                Issue Date: November 12, 2004
</TABLE>


                                     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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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
Master Servicer, the Trust Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator 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 Master Servicer, the NIMS Insurer (if any), the Trust
Adminstrator, the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the NIMS Insurer
(if any), the Trust Adminstrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-23-4
<PAGE>


of the Depositor). In the event that such a transfer of this Certificate is to
be made without registration or qualification, the Trust Administrator 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, the Trust
Administrator or the Master 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 Trust Administrator 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 Trust Administrator,
the Depositor, the Certificate Registrar and the Master 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(c) of the Agreement.

      Prior to registration of any transfer, sale or other disposition of this
Certificate, the proposed transferee shall provide to the Trust Administrator
(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.


                                     A-23-5
<PAGE>


      No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Adminstrator 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 Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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 A-24

                         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 TRUST
      ADMINISTRATOR 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-24-1
<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.


<TABLE>
<CAPTION>
<S>                                                      <C>
Series 2004-WWF1, Class R-X                              Aggregate   Percentage   Interest   of   the   Class   R-X
                                                         Certificates  as of the  Issue  Date:  100.00%  Percentage
Date of Pooling  and  Servicing  Agreement  and Cut-off  Interest
Date: November 1, 2004
                                                         Denomination: 100% Percentage Interest
Distribution Date: December 27, 2004
                                                         Master Servicer:  Wells Fargo Bank, N.A.
No. 1
                                                         Trustee:  Wachovia Bank, National Association

                                                         Trust Administrator: Wells Fargo Bank, N.A.

                                                         Issue Date: November 12, 2004
</TABLE>


                                     A-24-2
<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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR 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
Master Servicer, the Trust Administrator 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 Trust Administrator by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trust Administrator
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 Trust
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Trust
Administrator 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-24-3
<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 Master Servicer, the NIMS Insurer,(if any), the Trust
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the NIMS Insurer
(if any), the Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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


                                     A-24-4
<PAGE>


of the Depositor). In the event that such a transfer of this Certificate is to
be made without registration or qualification, the Trust Administrator 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, the Trust
Admnistrator or the Master 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 Trust Administrator 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 Trust
Administrator the Certificate Registrar and the Master 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(c) of the Agreement.

      Prior to registration of any transfer, sale or other disposition of this
Certificate, the proposed transferee shall provide to the Trust Administrator
(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.


                                     A-24-5
<PAGE>


      No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Master Servicer, the Trustee, the Trust Administrator,
the NIMS Insurer (if any) and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, 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 Master Servicer, the Trustee, the Trust Administrator, 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 Trust Administrator 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, the Trust Administrator 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-24-6
<PAGE>


      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed.

Dated: November __, 2004

                                         WELLS FARGO BANK, N.A.
                                         as Trust Administrator


                                         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-24-7
<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:

<TABLE>
<CAPTION>
<S>         <C>                                 <C>                     <C>
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
</TABLE>

     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-24-8
<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-24-9
<PAGE>


                                    EXHIBIT B

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

      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.


                                      B-1
<PAGE>


      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, 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

Wachovia Bank, National Association
401 South Tryon St.
Charlotte, North Carolina 28288


      Re:   Pooling and Servicing Agreement, dated as of November 1, 2004, among
            Park Place Securities, Inc.,Wachovia Bank, National Association,
            Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A., relating to Park
            Place Securities, Inc.,
            ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2004-WWF1________
            ----------------------------------------------------------------

Ladies and Gentlemen:

      Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as
of November 1, 2004, among Park Place Securities, Inc. as depositor, Wells Fargo
Bank, N.A. as master servicer, Wachovia Bank, National Association as trustee
and Wells Fargo Bank, N.A. as trust administrator, 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


                                     C-1-1
<PAGE>


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 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

Wachovia Bank, National Association
401 South Tryon St
Charlotte, North Carolina 28288


      Re:   Pooling and Servicing Agreement, dated as of November 1, 2004, among
            Park Place Securities, Inc., Wells Fargo Bank, N.A. and Wachovia
            Bank, National Association, relating to Park Place Securities, Inc.,
            Asset-BACKED PASS-THROUGH CERTIFICATES, SERIES 2004-WWF1
            --------------------------------------------------------

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.

                                    Custodian


                                    By:______________________________
                                    Name:
                                    Title:


                                     C-2-1
<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

Wachovia Bank, National Association
401 South Tryon St
Charlotte, North Carolina 28288


      Re:   Pooling and Servicing Agreement, dated as of November 1, 2004, among
            Park Place Securities, Inc., Wells Fargo Bank, N.A. and Wachovia
            Bank, National Association, relating to Park Place Securities, Inc.,
            ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2004-WWF1____________
            --------------------------------------------------------------------

Ladies and Gentlemen:

      Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as
of November 1, 2004, among Park Place Securities, Inc. as depositor, Wells Fargo
Bank, N.A. as master 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


                        MORTGAGE LOAN PURCHASE AGREEMENT

      This is a Mortgage Loan Purchase Agreement (the "Agreement"), dated
November 8, 2004, 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 2004-WWF1 (the
"Certificates"). The Certificates will consist of twenty-four classes of
certificates. The Class A-4 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 2004-WWF1 Certificates, dated as of November 1,
2004 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor
(in such capacity, the "Depositor"), Wells Fargo Bank, N.A. as master servicer
(the "Master Servicer"), Wachovia Bank, National Association as trustee (the
"Trustee") and Wells Fargo Bank, N.A. as trust administrator (the "Trust
Administrator"). 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 November 12, 2004 (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 November 1, 2004 (the "Cut-off Date") of
$3,450,001,024.91 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 cause
the Cap Contracts to be transferred to the Purchaser.

      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")


                                      D-1

<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.
                        -------------
      (a)   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, Mezzanine (other than the Class A-4
Certificates) and Class A-IO-S Certificates and (ii) deliver to the Seller, or
its designee, the Non-Offered Certificates.

      (b)   In connection with the transactions contemplated by Section 2.09 of
the Pooling and Servicing Agreement, the Seller hereby agrees that the Purchaser
shall be under no obligation to purchase any Subsequent Mortgage Loans unless
(i) the conditions precedent contained in Section 2.09 of the Pooling and
Servicing Agreement and the Subsequent Transfer Instrument, substantially in the
form of Exhibit M of the Pooling and Servicing Agreement, are satisfied and (ii)
each Subsequent Mortgage Loan satisfies the representations and warranties
contained in Section 6 of this Agreement. The sale of Subsequent Mortgage Loans
by the Seller to the Purchaser shall be effected in accordance with the terms of
Section 2.09 of the Pooling and Servicing Agreement pursuant to a Subsequent
Mortgage Loan Purchase Agreement substantially in the form of this Agreement.

      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 and contribution 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:

<PAGE>


                                      -3-


            (i)   the original Mortgage Note, endorsed in blank, without
      recourse, or in the following form: "Pay to the order of Wachovia Bank,
      National Association 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 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 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, 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

<PAGE>


                                      -4-


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, the Trust
Administrator 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: "Wachovia
Bank, National Association 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.

      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, without regard to the Policy; 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 Trust Administrator 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 with respect to any one
assignment or Mortgage, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage.

      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,

<PAGE>


                                      -5-


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, the
Trust Administrator 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, the Trust Administrator 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 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 Initial Mortgage Loans, as of the date hereof and as of the Closing Date,
and with respect to the Subsequent Mortgage Loans as of the respective
Subsequent Transfer Date or as of such date specifically provided herein, 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 Master 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,

<PAGE>


                                      -6-


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 to
the Master 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 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
November 8, 2004 (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 Initial Mortgage Loans as of the Closing Date and with respect to
the Subsequent Mortgage Loans as of the respective Subsequent Transfer 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;

<PAGE>


                                      -7-


      (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 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,

<PAGE>


                                      -8-


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, 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;

<PAGE>


                                      -9-


      (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;

      (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

<PAGE>


                                      -10-


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 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

<PAGE>


                                      -11-


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;

      (32)  The Mortgage File contains an appraisal which was either (i)
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'

<PAGE>


                                      -12-


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);

      (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 Master 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;

      (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);

<PAGE>


                                      -13-


      (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 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) the
duration of the prepayment period shall not exceed three (3) years from the date
of the Mortgage Note if the Mortgage Loan was originated on or after October 1,
2002, 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 Master 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;

<PAGE>


                                      -14-


      (6)   No Group I Mortgage Loan Mortgagor was encouraged or required to
select a mortgage loan product offered by the 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 Originator;

      (7)   No Group I Mortgage Loan Mortgagor was required to purchase any
credit life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy 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 as part of the origination of, or as a condition to closing, such Group
I Mortgage Loan

      (8)   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;

      (9)   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;

      (10)  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;

      (11)  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; and

      (12)  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.

      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 Trust
Administrator on behalf of 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 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), (42), (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

<PAGE>


                                      -15-


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), (42), (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 Master 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 Master 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) and (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 Master Servicer and paid by the Master
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.

      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

<PAGE>


                                      -16-


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 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

<PAGE>


                                      -17-


            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 Opinion of Counsel of each of the Seller and the Master Servicer,
            dated the Closing Date, in form satisfactory to and addressed to the
            Purchaser and the Underwriters;

      (c)   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;

      (d)   An Indemnification Agreement among the Master Servicer, the
            Depositor and the Seller;

      (e)   A letter from Deloitte & Touche 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;

      (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 caption "Pooling and
            Servicing Agreement--The Master Servicer" agrees with the records of
            the Master Servicer;

      (g)   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

<PAGE>


                                      -18-


            regarding its financial condition, underwriting standards, lending
            activities and loan sales, production, and servicing and collection
            practices, and any similar nonpublic, unaudited financial
            information;

      (h)   The Master Servicer shall deliver for inclusion in the Prospectus
            Supplement under the caption "Pooling and Servicing Agreement--The
            Master Servicer" or for inclusion in other offering material
            approved by the Master 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

      (i)   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 Trust Administrator and 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 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

<PAGE>


                                      -19-


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.

      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.

<PAGE>


                                      -20-


      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.

      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

<PAGE>


                                      -21-


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>


      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>


                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

To:   Wells Fargo Bank, N.A.,

      Re:   Pooling and Servicing Agreement dated as of November 1, 2004 among
            Park Place Securities, Inc., as depositor, Wells Fargo Bank, N.A.,
            as master servicer, Wachovia Bank, National Association as trustee
            and Wells Fargo Bank, N.A., as Trust Administrator

            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 2004-WWF1, AIO-S, 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 November 1, 2004, among
Park Place Securities, Inc. as Depositor, Wells Fargo Bank, N.A. as Master
Servicer, Wachovia Bank, National Association as Trustee and Wells Fargo Bank,
N.A. as Trust Administrator (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 2004-WWF1 Class [A-IO-S] [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 November 1, 2004, among Park Place Securities, Inc. as Depositor,
Wells Fargo Bank, N.A. as Master Servicer, Wachovia Bank, National Association
as Trustee and Wells Fargo Bank, N.A. as Trust Administrator, 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 Trust Administrator, 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 Trust Administrator, 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          )

      ____________________________, 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
______________, the record owner of Park Place Securities, Inc., Asset-Backed
Pass-Through Certificates, Series 2004-WWF1, Class [R] [R-X] (the "Residual
Certificates"), on behalf of whom I make this affidavit and agreement.
Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Pooling and Servicing Agreement pursuant to which the
Residual Certificates were issued.

      2.    The Owner (i) is and will be a "Permitted Transferee" as of
____________________, 2004 and (ii) is acquiring the Residual Certificates for
its own account or for the account of another Owner from which it has received
an affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

      3.    The Owner is aware (i) of the tax that would be imposed on transfers
of the Residual Certificates to disqualified organizations under the Internal
Revenue Code of 1986, as amended that applies to all transfers of the Residual
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Residual Certificates may be a "noneconomic residual interest" within the
meaning of proposed Treasury regulations promulgated under 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 is to impede the assessment or collection of tax.


                                     F-2-1
<PAGE>

      4.    The Owner is aware of the tax imposed on a "pass-through entity"
holding the Residual Certificates if, at any time during the taxable year of the
pass-through entity, a non-Permitted Transferee is the record holder of an
interest in such entity. (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.)

      5.    The Owner is aware that the Certificate Registrar will not register
the transfer of any Class R Certificate unless the transferee, or the
transferee's agent, delivers to the Certificate Registrar, among other things,
an affidavit in substantially the same form as this affidavit. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.

      6.    The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Certificates will only be owned,
directly or indirectly, by an Owner that is a Permitted Transferee.

      7.    The Owner's taxpayer identification number is ____________.

      8.    The Owner has reviewed the restrictions set forth on the face of the
Residual Certificates and the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement under which the Residual Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trust Administrator to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trust Administrator in the event that the
Owner holds such Certificate in violation of Section 5.02(d)); and that the
Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.

      9.    The Owner is not acquiring and will not transfer the Residual
Certificates in order to impede the assessment or collection of any tax.

      10.   The Owner anticipates that it will, so long as it holds the Residual
Certificates, have sufficient assets to pay any taxes owed by the holder of such
Residual Certificates, and hereby represents to and for the benefit of the
person from whom it acquired the Residual Certificates that the Owner intends to
pay taxes associated with holding such Residual Certificates as they become due,
fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Residual Certificates.

      11.   The Owner has no present knowledge that it may become insolvent or
subject to a bankruptcy proceeding for so long as it holds the Residual
Certificates.

     12.   The Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

      13.   The Owner is not acquiring the Residual Certificates with the intent
to transfer the Residual Certificates to any person or entity that will not have
sufficient assets to pay any taxes owed by the holder of such Residual
Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Residual Certificates remain outstanding.


                                     F-2-2
<PAGE>


      14.   The Owner will, in connection with any transfer that it makes of the
Residual Certificates, obtain from its transferee the representations required
by Section 5.02(d) of the Pooling and Servicing Agreement under which the Class
R Certificate were issued and will not consummate any such transfer if it knows,
or knows facts that should lead it to believe, that any such representations are
false.

      15.   The Owner will, in connection with any transfer that it makes of the
Residual Certificates, deliver to the Certificate Registrar an affidavit, which
represents and warrants that it is not transferring the Residual Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Residual Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the
Residual Certificates remains outstanding; and (iii) is not a "Permitted
Transferee".

      16.   The Owner is a citizen or resident of the United States, a
corporation or partnership (or other entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States, any state thereof or the District of Columbia
(except, in the case of a partnership or entity treated as a partnership, to the
extent provided in regulations), an estate the income of which is subject to
United States federal income taxation regardless of its source or a trust other
than a "foreign trust" described in section 7701(a)(31) of the Code.


                                     F-2-3
<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-2-4
<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>


                                    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            [Trust Administrator Address]
Orange, California 92868
Wells Fargo Bank, N.A.
[Master Servicer Address]

      Re:   Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
            SERIES 2004-WWF1, CLASS 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 2004-WWF1, Class ___ (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of November 1, 2004 among Park Place Securities, Inc. as depositor (the
"Depositor"), Wells Fargo Bank, N.A. as master servicer (the "Master Servicer"),
Wachovia Bank, National Association as trustee (the "Trustee") and Wells Fargo
Bank, N.A. as trust administrator (the "Trust Administrator"). 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, the
Trust Administrator and the Master 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, (B) solely in the case of the Class A-IO-S Certificates,
either (i) are not being acquired by, and will not be transferred to, a Plan or
(ii) are being acquired by an insurance company, the source of funds used to
acquire and hold the Certificate is an "insurance company general account" as
such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60
and the conditions in Sections I and III of PTCE


                                      G-2
<PAGE>


95-60 have been satisfied or (C) the Transferee has provided the Opinion of
Counsel required by Section 5.02(c) of the Pooling and Servicing Agreement.

                                     Very truly yours,

                                     By: ______________________________
                                     Name:
                                     Title:


                                      G-1
<PAGE>


                                    EXHIBIT H

                              FORM OF CAP CONTRACTS










                                      H-1
<PAGE>


                                    EXHIBIT I
                                    ---------

                        FORM OF LIMITED POWER OF ATTORNEY


RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21046
Attn: _________________________________


                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Wachovia Bank, National Association, having
its principal place of business at 401 South Tryon Street Charlotte, North
Carolina 28288, as Trustee (the "Trustee") pursuant to that Pooling and
Servicing Agreement among Park Place Securities, Inc. as depositor (the
"Depositor"), Wells Fargo Bank, N.A. (the "Servicer"), Wells Fargo Bank, N.A.
(the "Trust Administrator") and the Trustee, dated as of November 1, 2004 (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.


                                      I-2
<PAGE>


      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 continue in full force and effect and has
not been revoked unless an instrument of revocation has been made in writing by
the undersigned.


                                      I-3
<PAGE>


IN WITNESS WHEREOF, Wachovia Bank, National Association as Trustee pursuant to
that Pooling and Servicing Agreement among the Depositor, the Servicer, and the
Trustee, dated as of November 1, 2004 (Park Place Asset-Backed Pass- Through
Certificates, Series 2004-WWF1), 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 Park Place Securities, Inc.
                       Asset-Backed Pass- Through Certificates, Series 2004-WWF1


                                           By __________________________________


STATE OF __________________________________

COUNTY OF _________________________________

On ___________, 200__, before me, the undersigned, a Notary Public in and for
said state, personally appeared ___________, Vice President of Wachovia Bank,
National Association as Trustee for Park Place Securities, Inc.Asset-Backed
Pass- Through Certificates, Series 2004-WWF1, 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.
WITNESS my hand and official seal.
         (SEAL)
================================================================================
Notary Public
My Commission Expires ________________________


                                      I-4
<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 2004-WWF1;

      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: Wells Fargo
Bank, N.A..

Date: __________________

                                   _______________________
                                   [Signature]
                                   [Title]


                                     J-1-1
<PAGE>


                                   EXHIBIT J-2

                            FORM CERTIFICATION TO BE
                PROVIDED TO DEPOSITOR BY THE Trust Administrator

                        Re: Park Place Securities, Inc.,
                   ASSET-BACKED CERTIFICATES, SERIES 2004-WWF1
                   -------------------------------------------

      I, [identify the certifying individual], a [title] of Wells Fargo Bank,
N.A., as Trust Administrator, 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 Trust Administrator, 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 Trust Administrator 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 November 1, 2004 (the
"Pooling and Servicing Agreement"), among the Registrant as depositor, Wells
Fargo Bank, N.A. as master servicer, Wachovia Bank, National Association as
trustee and Wells Fargo Bank, N.A. as trust administrator.

                                  WELLS FARGO BANK, N.A., as Trust Administrator


                                  By:__________________________________
                                  Name:
                                  Title:
Date:


                                     J-2-1
<PAGE>


                                   EXHIBIT J-3

     FORM CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K

      Re:   Park Place Securities, Inc.,
            Asset-backed Certificates, Series 2004-Wwf1
            -------------------------------------------

      I, [identify the certifying individual], a [title] of Wells Fargo Bank,
N.A., as Master 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:

      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 distribution or servicing information
required to be provided to the trust administrator 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 trust administrator
in accordance with the terms of the pooling and servicing, or similar,
agreement, and except as disclosed in the reports, the servicers has fulfilled
its obligations under the servicing agreement; and

      5.    The reports disclose all significant deficiencies relating to the 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.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated November 1, 2004 (the
"Pooling and Servicing Agreement"), among the Registrant as depositor, Wells
Fargo Bank, N.A. as master servicer and Wells Fargo Bank, N.A. as trust
administrator.

Date: __________________

                                   ______________________________
                                   [Signature]
                                   [Title]


                                     J-3-1
<PAGE>


                                    EXHIBIT K

                                    EXHIBIT M

             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                           Park Place Securities, Inc.
            Asset-Backed Pass-Through Certificates, Series 2004-WWF1


      I, _____________________, hereby certify that I am a duly appointed
__________________________ of Wells Fargo Bank, N.A. (the "Master 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 November 1, 2004 (the "Agreement"),
among Park Place Securities, Inc., as depositor, the Master Servicer, Wachovia
Bank, National Association as trustee and Wells Fargo Bank, N.A., as trust
administrator.

      2.    I have reviewed the activities of the Master Servicer during the
preceding year and the Master Servicer's performance under the Agreement and to
the best of my knowledge, based on such review, the Master 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 Agreements.

Dated: _________________


                                      K-1
<PAGE>


      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________.

                                          By: _____________________________
                                          Name:
                                          Title:

      I, _________________________, a (an) __________________ of the Master
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Master 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>


                                    EXHIBIT L

                             FORM OF ADDITION NOTICE

                                                      ____________, 2004

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

      Re:   Pooling and Servicing Agreement, dated as of November 1 2004, among
            Park Place Securities, Inc., Wachovia Bank, National Association and
            Wells Fargo Bank, N.A., relating to Park Place Securities, Inc.,
            ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2004-WWF1

Ladies and Gentlemen:

      Pursuant to Section 2.10 of the referenced Pooling and Servicing
Agreement, Park Place Securities, Inc. has designated Subsequent Mortgage Loans
to be sold to the Trust Fund on ________, 2004 with an aggregate Stated
Principal Balance of $_______________. Capitalized terms not otherwise defined
herein have the meaning set forth in the Pooling and Servicing Agreement.

      Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                     Very truly yours,

                                     PARK PLACE SECURITIES, INC.


                                     By:_____________________
                                     Name:
                                     Title:

Acknowledged and Agreed:

WELLS FARGO BANK, N.A.,
as Trust Administrator


By:__________________________
Name:
Title:


                                      L-1
<PAGE>


                                    EXHIBIT M

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

      Pursuant to this Subsequent Transfer Instrument, dated _______________ __,
2004 (the "Instrument"), between Park Place Securities, Inc. as seller (the
"Depositor") and Wells Fargo Bank, N.A. as trustee (the "Trustee") of the Park
Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
2004-WWF1, and pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, Wells Fargo Bank, N.A. as master servicer, Wachovia Bank, National
Association as trustee, and Wells Fargo Bank, N.A. as trust administrator the
Depositor and the Trustee agree to the sale by the Depositor and the purchase by
the Trustee on behalf of the Trust Fund, of the Mortgage Loans listed on the
attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans").

      Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

      Section 1.        CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
                        ---------------------------------------

      (a)   The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee on behalf of the Trust Fund, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date. The Depositor, contemporaneously with the
delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Depositor to
the Trust Fund.

      (b)   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, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the Depositor as purchaser
and the Seller as seller, to the extent of the Subsequent Mortgage Loans.

      (c)   Additional terms of the sale are set forth on Attachment A hereto.

      Section 2.        REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.
                        ----------------------------------------------------

      (a)   The Depositor hereby confirms that each of the conditions precedent
and the representations and warranties set forth in Section 2.10 of the Pooling
and Servicing Agreement are satisfied as of the date hereof.


                                      M-1
<PAGE>


      (b)   All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

      Section 3.        RECORDATION OF INSTRUMENT.
                        -------------------------

      To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of 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 Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

      Section 4.        GOVERNING LAW.
                        -------------

      This Instrument 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, without giving
effect to principles of conflicts of law.

      Section 5.        COUNTERPARTS.
                        ------------

      This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

      Section 6.        SUCCESSORS AND ASSIGNS.
                        ----------------------

      This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.


                                      M-2
<PAGE>


                           PARK PLACE SECURITIES, INC.


                           By: ________________________________
                           Name:
                           Title:


                           WELLS FARGO BANK, N.A.,
                           as Trustee


                           By:_________________________________
                           Name:
                           Title:


                                   ATTACHMENTS

A.    Additional Terms of Sale.

B.    Schedule of Subsequent Mortgage Loans.


                                      M-3
<PAGE>


                                  ATTACHMENT A

                            ADDITIONAL TERMS OF SALE

A.    General

      Subsequent Cut-off Date:
      Subsequent Transfer Date:
      Aggregate Stated Principal Balance of the Subsequent Mortgage Loans as of
      the Subsequent Cut-off  Date:
      Purchase Price: 100%

B.    The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on
any Subsequent Transfer Date is subject to the satisfaction of the conditions
set forth in paragraph (d) below and the accuracy of the following
representations and warranties with respect to such Subsequent Mortgage Loan
determined as of the related Subsequent Cut-off Date: (i) the Subsequent
Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent
Cut-off Date; (ii) the remaining term to stated maturity of the Subsequent
Mortgage Loan shall not be less than 173 months and shall not exceed 360 months
from its first payment date; (iii) the Subsequent Mortgage Loan may not provide
for negative amortization; (iv) the Subsequent Mortgage Loan shall not have a
Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans
shall have, as of the Subsequent Cut-off Date, a weighted average term since
origination not in excess of 5 months; (vi) no Subsequent Mortgage Loan shall
have a Mortgage Rate less than 5.350% or greater than 12.800%; (vii) the
Subsequent Mortgage Loan must have a first payment date occurring on or before
[DATE]; (viii) the Subsequent Mortgage Loan shall have a Stated Principal
Balance no greater than $749,560 and (ix) the Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under the
section "The Mortgage Pool--Underwriting Standards; Representations" in the
Prospectus Supplement.

C.    Following the purchase of the Subsequent Group I Mortgage Loans, the Group
I Mortgage Loans (including the related Subsequent Group I Mortgage Loans)
shall, as of the related Subsequent Cut-off Date: (i) have a weighted average
original term to stated maturity of not more than 358 months from the first
payment date thereon; (ii) have a weighted average Mortgage Rate of not less
than 7.478% and not more than 7.551%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 82.81%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of Fannie Mae and Freddie Mac loan limits,
(v) consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 67.27% of the Group I Mortgage Loans, (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross
Margin of not less than 5.917%, (vii) have a weighted average FICO score of not
less than 608 and (viii) will have no more than 14.78% of the Group I Mortgage
Loans with a FICO score of less than 540, in each case, measured by aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or
Subsequent Cut-off Date, as applicable.


                                      M-4
<PAGE>


D.    Following the purchase of the Subsequent Group II Mortgage Loans, the
Group II Mortgage Loans (including the related Subsequent Group II Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 357 months from the
first payment date thereon; (ii) have a weighted average Mortgage Rate of not
less than 7.500% and not more than 7.573%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 82.69%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of Fannie Mae and Freddie Mac loan limits,
(v) consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 71.62% of the Group II Mortgage Loans, (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group iI, have a weighted average Gross
Margin of not less than 5.934%, (vii) have a weighted average FICO score of not
less than 605 and (viii) will have no more than 16.94% of the Group II Mortgage
Loans with a FICO score of less than 540, in each case, measured by aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date
or Subsequent Cut-off Date, as applicable.

E.    Following the purchase of the Subsequent Group III Mortgage Loans, the
Group III Mortgage Loans (including the related Subsequent Group III Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 359 months from the
first payment date thereon; (ii) have a weighted average Mortgage Rate of not
less than 7.096% and not more than 7.169%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 83.48%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of $749,560, (v) consist of Mortgage Loans
with Prepayment Charges representing no less than approximately 74.24% of the
Group III Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage
Loans in Loan Group III, have a weighted average Gross Margin of not less than
5.920%, (vii) have a weighted average FICO score of not less than 618 and (viii)
will have no more than 10.24% of the Group III Mortgage Loans with a FICO score
of less than 540, in each case, measured by aggregate Stated Principal Balance
of the Group III Mortgage Loans as of the Cut-off Date or Subsequent Cut-off
Date, as applicable.

F     Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by the NIMS Insurer or any Rating Agency if the inclusion of any such
Subsequent Mortgage Loan would adversely affect the ratings of any class of
Certificates. At least one Business Day prior to the related Subsequent Transfer
Date, the Depositor shall obtain confirmation from each Rating Agency which
Subsequent Mortgage Loans, if any, shall not be included in the transfer on the
related Subsequent Transfer Date and deliver such confirmation to the Trustee,
the Trust Administrator and the Master Servicer; provided, however, that the
Depositor shall have delivered to each Rating Agency at least three Business
Days prior to such Subsequent Transfer Date a computer file reasonably
acceptable to each Rating Agency describing the characteristics specified in
paragraphs (c) and (d) above.


                                      M-5
<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper










                                  Schedule 1-1
<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request










                                  Schedule 2-1
<PAGE>