PARK PLACE SECURITIES, INC.

                                    Depositor



                       COUNTRYWIDE HOME LOANS SERVICING LP

                                 Master Servicer



                                       and

                             WELLS FARGO BANK, N.A.


                                     Trustee




                   ___________________________________________

                         POOLING AND SERVICING AGREEMENT
                           Dated as of August 1, 2004
                    _________________________________________



                     Asset-Backed Pass-Through Certificates

                                Series 2004-WCW1





<PAGE>


<TABLE>
<CAPTION>

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

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

                                                     ARTICLE I

                                                    DEFINITIONS
<S>                        <C>
         SECTION 1.01.     Defined Terms..........................................................................5
         SECTION 1.02.     Allocation of Certain Interest Shortfalls.............................................66
         SECTION 1.03      Rights of the NIMS Insurer............................................................67


                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01.     Conveyance of Mortgage Loans..........................................................68
         SECTION 2.02.     Acceptance of REMIC I by the Trustee..................................................70
         SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the Seller or the
                           Depositor; Payment of Prepayment Charge Payment Amounts...............................71
         SECTION 2.04.     [Reserved]............................................................................74
         SECTION 2.05.     Representations, Warranties and Covenants of the Master Servicer.
                            .....................................................................................74
         SECTION 2.06.     Issuance of the REMIC I Regular Interests and the Class R-I Interest.
                            .....................................................................................76
         SECTION 2.07.     Conveyance of the REMIC I Regular Interests and the REMIC II Regular
                           Interests, REMIC I, REMIC II and REMIC III by the Trustee.
                            .....................................................................................76
         SECTION 2.08.     Issuance of Class R Certificates......................................................77

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS
         SECTION 3.01.     Master Servicer to Act as Master Servicer.............................................77
         SECTION 3.02.     Collection of Certain Mortgage Loan Payments..........................................80
         SECTION 3.03.     [Reserved]............................................................................81
         SECTION 3.04.     Collection Account, Escrow Account and Distribution Account.
                            .....................................................................................81
         SECTION 3.05.     Permitted Withdrawals From the Collection Account, Escrow Account
                           and Distribution Account..............................................................84
         SECTION 3.06.     Investment of Funds in the Collection Account, the Escrow Account, the
                           REO Account and the Distribution Account..............................................87
         SECTION 3.07.     Payment of Taxes, Insurance and Other Charges.........................................88
         SECTION 3.08.     Maintenance of Hazard Insurance.......................................................89
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>

SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                        <C>
         SECTION 3.09.     Maintenance of Mortgage Blanket Insurance.............................................89
         SECTION 3.10.     Fidelity Bond; Errors and Omissions Insurance.........................................90
         SECTION 3.11.     Enforcement of Due-On-Sale Clauses; Assumption Agreements.
                            .....................................................................................90
         SECTION 3.12.     Realization Upon Defaulted Mortgage Loans.............................................91
         SECTION 3.13.     Title, Management and Disposition of REO Property.....................................93
         SECTION 3.14.     [Reserved]............................................................................96
         SECTION 3.15.     Reports of Foreclosure and Abandonment of Mortgaged Properties.
                            .....................................................................................96
         SECTION 3.16.     Optional Purchase of Defaulted Mortgage Loans.........................................96
         SECTION 3.17.     Trustee to Cooperate; Release of Mortgage Files.......................................97
         SECTION 3.18.     Servicing Compensation................................................................98
         SECTION 3.19.     Statement as to Compliance............................................................99
         SECTION 3.20.     Independent Public Accountants' Servicing Report......................................99
         SECTION 3.21.     Access to Certain Documentation......................................................100
         SECTION 3.23.     Advance Facility.....................................................................100

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01.     Distributions........................................................................101
         SECTION 4.02.     Statements to Certificateholders.....................................................111
         SECTION 4.03.     Remittance Reports and Other Reports to the Trustee; Advances;
                           Payments in Respect of Prepayment Interest Shortfalls................................115
         SECTION 4.04.     Allocation of Realized Losses........................................................117
         SECTION 4.05.     Compliance with Withholding Requirements.............................................119
         SECTION 4.06.     Commission Reporting.................................................................119
         SECTION 4.07.     [Reserved]...........................................................................121
         SECTION 4.08.     [Reserved]...........................................................................121
         SECTION 4.09.     Swap Account.........................................................................121
         SECTION 4.10      Net WAC Rate Carryover Reserve Account...............................................121

                                                     ARTICLE V

                                                 THE CERTIFICATES

         SECTION 5.01.     The Certificates.....................................................................123
         SECTION 5.02.     Registration of Transfer and Exchange of Certificates................................125
         SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates....................................130
         SECTION 5.04.     Persons Deemed Owners................................................................130
         SECTION 5.05.     Certain Available Information........................................................130
</TABLE>



                                   iii
<PAGE>


<TABLE>
<CAPTION>

SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                        <C>

                                                    ARTICLE VI

                                       THE DEPOSITOR AND THE MASTER SERVICER

         SECTION 6.01.     Liability of the Depositor and the Master Servicer...................................132
         SECTION 6.02.     Merger or Consolidation of the Depositor or the Master Servicer.
                            ....................................................................................132
         SECTION 6.03.     Limitation on Liability of the Depositor, the Master Servicer and Others.
                            ....................................................................................132
         SECTION 6.04.     Limitation on Resignation of the Master Servicer.....................................133
         SECTION 6.05.     Rights of the Depositor in Respect of the Master Servicer............................134
         SECTION 6.06.     Sub-Servicing Agreements Between the Master Servicer and Sub-
                           Servicers............................................................................134
         SECTION 6.07.     Successor Sub-Servicers..............................................................136
         SECTION 6.08.     Liability of the Master Servicer.....................................................136
         SECTION 6.09.     No Contractual Relationship Between Sub-Servicers and the NIMS
                           Insurer, the Trustee or Certificateholders...........................................136
         SECTION 6.10.     Assumption or Termination of Sub-Servicing Agreements by Trustee.
                            ....................................................................................136
         SECTION 6.11.     Sub-Servicing Accounts...............................................................137

                                                    ARTICLE VII

                                                      DEFAULT

         SECTION 7.01.     Master Servicer Events of Default....................................................138
         SECTION 7.02.     Trustee to Act; Appointment of Successor.............................................140
         SECTION 7.03.     Notification to Certificateholders...................................................141
         SECTION 7.04.     Waiver of Master Servicer Events of Default..........................................142

                                                   ARTICLE VIII

                                              CONCERNING THE TRUSTEE

         SECTION 8.01.     Duties of Trustee....................................................................142
         SECTION 8.02.     Certain Matters Affecting the Trustee................................................143
         SECTION 8.03.     The Trustee Not Liable for Certificates or Mortgage Loans............................144
         SECTION 8.04.     Trustee May Own Certificates.........................................................145
         SECTION 8.05.     Trustee's Fees and Expenses..........................................................145
         SECTION 8.06.     Eligibility Requirements for Trustee.................................................146
         SECTION 8.07.     Resignation and Removal of the Trustee...............................................146
         SECTION 8.08.     Successor Trustee....................................................................147
         SECTION 8.09.     Merger or Consolidation of Trustee...................................................147
         SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee........................................148
         SECTION 8.11.     Appointment of Custodians............................................................148
</TABLE>


                                       iv
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<TABLE>
<CAPTION>

SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                        <C>
         SECTION 8.12.     Appointment of Office or Agency......................................................149
         SECTION 8.13.     Representations and Warranties of the Trustee........................................149

                                                    ARTICLE IX

                                                    TERMINATION

         SECTION 9.01      Termination Upon Repurchase or Liquidation of All Mortgage Loans.
                            ....................................................................................150
         SECTION 9.02      Additional Termination Requirements..................................................152

                                                     ARTICLE X

                                                 REMIC PROVISIONS

         SECTION 10.01.             REMIC Administration........................................................154
         SECTION 10.02.             Prohibited Transactions and Activities......................................156
         SECTION 10.03.             Master Servicer and Trustee Indemnification.................................157

                                                    ARTICLE XI

                                             MISCELLANEOUS PROVISIONS

         SECTION 11.01.             Amendment...................................................................158
         SECTION 11.02.             Recordation of Agreement; Counterparts......................................159
         SECTION 11.03.             Limitation on Rights of Certificateholders..................................159
         SECTION 11.04.             Governing Law...............................................................160
         SECTION 11.05.             Notices.....................................................................160
         SECTION 11.06.             Severability of Provisions..................................................161
         SECTION 11.07.             Notice to Rating Agencies and the NIMS Insurer..............................161
         SECTION 11.08.             Article and Section References..............................................162
         SECTION 11.09.             Grant of Security Interest..................................................162
         SECTION 11.10     Third Party Rights...................................................................163
</TABLE>


                                       v
<PAGE>


<TABLE>
<CAPTION>

EXHIBITS
<S>               <C>
Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class M-1 Certificate
Exhibit A-4       Form of Class M-2 Certificate
Exhibit A-5       Form of Class M-3 Certificate
Exhibit A-6       Form of Class M-4 Certificate
Exhibit A-7       Form of Class M-5 Certificate
Exhibit A-8       Form of Class M-6 Certificate
Exhibit A-9       Form of Class M-7 Certificate
Exhibit A-10      Form of Class M-8 Certificate
Exhibit A-11      Form of Class M-9 Certificate
Exhibit A-12      Form of Class CE Certificate
Exhibit A-13      Form of Class P Certificate
Exhibit A-14      Form of Class R Certificate
Exhibit B         Form of Lost Note Affidavit
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Trustee's Receipt of Mortgage Note
Exhibit D         Form of Mortgage Loan Purchase Agreement
Exhibit E         Request for Release
Exhibit F-1       Form of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to
                  Rule 144A Under the 1933 Act
Exhibit F-2       Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                  Connection with Transfer of Residual Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H         Form of Interest Rate Swap Agreement
Exhibit I         [Reserved]
Exhibit J-1       Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit J-2       Form of Certification to Be Provided to Depositor by the Trustee
Exhibit J-3       Form of Certification to Be Provided to Depositor by the Master Servicer
Exhibit K         [Reserved]
Exhibit L         [Reserved]
Exhibit M         Annual Statement of Compliance pursuant to Section 3.19

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule
</TABLE>




                                       vi
<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of August 1, 2004, among PARK PLACE SECURITIES, INC., as Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP, as Master Servicer and WELLS FARGO BANK,
N.A., as Trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
each REMIC (as defined herein) created hereunder. The Trust Fund will 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 will 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 Net WAC Rate Carryover Reserve Account, the Swap Account and the
Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I." The Class R-I Interest will 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 will be certificated.


<TABLE>
<CAPTION>


                                      REMIC I                          Initial                    Latest Possible
       Designation                Remittance Rate               Uncertificated Balance            Maturity Date(1)
       -----------                ---------------               ----------------------            ----------------
<S>                                 <C>                             <C>                            <C>
          I-LT1                     Variable(2)                     $1,027,281.78                  July 2034
          I-LT2                     Variable(2)                     $1,025,981.04                  July 2034
       I-LT1SWAP1                   Variable(2)                     $26,348,638.50                 July 2034
       I-LT1SWAP2                   Variable(2)                     $25,453,937.00                 July 2034
       I-LT1SWAP3                   Variable(2)                     $24,589,828.50                 July 2034
       I-LT1SWAP4                   Variable(2)                     $23,755,261.00                 July 2034
       I-LT1SWAP5                   Variable(2)                     $22,949,216.50                 July 2034
       I-LT1SWAP6                   Variable(2)                     $22,170,717.00                 July 2034
       I-LT1SWAP7                   Variable(2)                     $21,418,812.50                 July 2034
       I-LT1SWAP8                   Variable(2)                     $20,692,589.50                 July 2034
       I-LT1SWAP9                   Variable(2)                     $19,991,166.00                 July 2034
       I-LT1SWAP10                  Variable(2)                     $19,313,688.50                 July 2034
       I-LT1SWAP11                  Variable(2)                     $18,659,336.00                 July 2034
       I-LT1SWAP12                  Variable(2)                     $18,027,311.50                 July 2034
       I-LT1SWAP13                  Variable(2)                     $17,416,850.50                 July 2034
       I-LT1SWAP14                  Variable(2)                     $16,827,211.00                 July 2034
       I-LT1SWAP15                  Variable(2)                     $16,257,678.50                 July 2034
       I-LT1SWAP16                  Variable(2)                     $15,707,562.50                 July 2034
       I-LT1SWAP17                  Variable(2)                     $15,176,198.50                 July 2034
       I-LT1SWAP18                  Variable(2)                     $14,662,940.50                 July 2034
       I-LT1SWAP19                  Variable(2)                     $14,167,168.50                 July 2034
       I-LT1SWAP20                  Variable(2)                     $13,688,283.00                 July 2034
       I-LT1SWAP21                  Variable(2)                     $12,738,090.50                 July 2034
       I-LT1SWAP22                  Variable(2)                     $204,092,986.00                July 2034
       I-LT1SWAP23                  Variable(2)                     $5,450,788.50                  July 2034
       I-LT1SWAP24                  Variable(2)                     $5,281,950.00                  July 2034
       I-LT1SWAP25                  Variable(2)                     $5,118,404.00                  July 2034
       I-LT1SWAP26                  Variable(2)                     $4,959,980.50                  July 2034
       I-LT1SWAP27                  Variable(2)                     $4,806,518.50                  July 2034
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>                            <C>                               <C>
       I-LT1SWAP28                  Variable(2)                    $4,657,859.00                     July 2034
       I-LT1SWAP29                  Variable(2)                    $4,513,851.00                     July 2034
       I-LT1SWAP30                  Variable(2)                    $4,374,346.00                     July 2034
       I-LT1SWAP31                  Variable(2)                    $4,239,202.50                     July 2034
       I-LT1SWAP32                  Variable(2)                    $4,108,280.50                     July 2034
       I-LT1SWAP33                  Variable(2)                    $3,981,444.00                     July 2034
       I-LT1SWAP34                  Variable(2)                    $41,990,742.50                    July 2034
       I-LT1SWAP35                  Variable(2)                    $2,359,193.00                     July 2034
       I-LT1SWAP36                  Variable(2)                    $2,293,587.00                     July 2034
       I-LT1SWAP37                  Variable(2)                    $2,229,792.50                     July 2034
       I-LT1SWAP38                  Variable(2)                    $2,167,760.50                     July 2034
       I-LT1SWAP39                  Variable(2)                    $2,167,760.50                     July 2034
       I-LT1SWAP40                  Variable(2)                    $2,048,790.50                     July 2034
       I-LT1SWAP41                  Variable(2)                    $1,991,759.50                     July 2034
       I-LT1SWAP42                  Variable(2)                    $1,936,304.50                     July 2034
       I-LT1SWAP43                  Variable(2)                    $1,882,382.50                     July 2034
       I-LT1SWAP44                  Variable(2)                    $1,829,952.00                     July 2034
       I-LT1SWAP45                  Variable(2)                    $1,778,970.50                     July 2034
       I-LT1SWAP46                  Variable(2)                    $1,729,399.00                     July 2034
       I-LT1SWAP47                  Variable(2)                    $1,681,198.50                     July 2034
       I-LT1SWAP48                  Variable(2)                    $1,634,332.00                     July 2034
       I-LT1SWAP49                  Variable(2)                    $1,588,761.50                     July 2034
       I-LT1SWAP50                  Variable(2)                    $1,544,452.50                     July 2034
       I-LT1SWAP51                  Variable(2)                    $1,501,370.00                     July 2034
       I-LT1SWAP52                  Variable(2)                    $1,459,479.50                     July 2034
       I-LT1SWAP53                  Variable(2)                    $1,418,749.00                     July 2034
       I-LT1SWAP54                  Variable(2)                    $1,379,147.00                     July 2034
       I-LT1SWAP55                  Variable(2)                    $1,340,641.00                     July 2034
       I-LT1SWAP56                  Variable(2)                    $1,303,201.50                     July 2034
       I-LT1SWAP57                  Variable(2)                    $1,266,800.00                     July 2034
       I-LT1SWAP58                  Variable(2)                    $1,231,406.50                     July 2034
       I-LT1SWAP59                  Variable(2)                    $1,196,994.50                     July 2034
       I-LT1SWAP60                  Variable(2)                    $1,163,535.50                     July 2034
       I-LT1SWAP61                  Variable(2)                    $1,131,005.00                     July 2034
       I-LT1SWAP62                  Variable(2)                    $1,099,376.00                     July 2034
       I-LT1SWAP63                  Variable(2)                    $1,068,624.50                     July 2034
       I-LT1SWAP64                  Variable(2)                    $1,038,725.50                     July 2034
       I-LT1SWAP65                  Variable(2)                    $1,009,656.00                     July 2034
       I-LT1SWAP66                  Variable(2)                    $981,393.50                       July 2034
       I-LT1SWAP67                  Variable(2)                    $953,915.50                       July 2034
       I-LT1SWAP68                  Variable(2)                    $927,199.50                       July 2034
       I-LT1SWAP69                  Variable(2)                    $31,773,779.50                    July 2034
       I-LT2SWAP1                   Variable(2)                    $26,348,638.50                    July 2034
       I-LT2SWAP2                   Variable(2)                    $25,453,937.00                    July 2034
       I-LT2SWAP3                   Variable(2)                    $24,589,828.50                    July 2034
       I-LT2SWAP4                   Variable(2)                    $23,755,261.00                    July 2034
       I-LT2SWAP5                   Variable(2)                    $22,949,216.50                    July 2034
       I-LT2SWAP6                   Variable(2)                    $22,170,717.00                    July 2034
       I-LT2SWAP7                   Variable(2)                    $21,418,812.50                    July 2034
       I-LT2SWAP8                   Variable(2)                    $20,692,589.50                    July 2034
       I-LT2SWAP9                   Variable(2)                    $19,991,166.00                    July 2034
       I-LT2SWAP10                  Variable(2)                    $19,313,688.50                    July 2034
       I-LT2SWAP11                  Variable(2)                    $18,659,336.00                    July 2034
       I-LT2SWAP12                  Variable(2)                    $18,027,311.50                    July 2034
       I-LT2SWAP13                  Variable(2)                    $17,416,850.50                    July 2034
       I-LT2SWAP14                  Variable(2)                    $16,827,211.00                    July 2034
       I-LT2SWAP15                  Variable(2)                    $16,257,678.50                    July 2034
       I-LT2SWAP16                  Variable(2)                    $15,707,562.50                    July 2034
       I-LT2SWAP17                  Variable(2)                    $15,176,198.50                    July 2034
       I-LT2SWAP18                  Variable(2)                    $14,662,940.50                    July 2034
       I-LT2SWAP19                  Variable(2)                    $14,167,168.50                    July 2034
       I-LT2SWAP20                  Variable(2)                    $13,688,283.00                    July 2034
       I-LT2SWAP21                  Variable(2)                    $12,738,090.50                    July 2034
       I-LT2SWAP22                  Variable(2)                    $204,092,986.00                   July 2034
       I-LT2SWAP23                  Variable(2)                    $5,450,788.50                     July 2034
       I-LT2SWAP24                  Variable(2)                    $5,281,950.00                     July 2034
</TABLE>


                                        2

<PAGE>


<TABLE>
<CAPTION>

<S>                                 <C>                    <C>                                       <C>
       I-LT2SWAP25                  Variable(2)            $5,118,404.00                             July 2034
       I-LT2SWAP26                  Variable(2)            $4,959,980.50                             July 2034
       I-LT2SWAP27                  Variable(2)            $4,806,518.50                             July 2034
       I-LT2SWAP28                  Variable(2)            $4,657,859.00                             July 2034
       I-LT2SWAP29                  Variable(2)            $4,513,851.00                             July 2034
       I-LT2SWAP30                  Variable(2)            $4,374,346.00                             July 2034
       I-LT2SWAP31                  Variable(2)            $4,239,202.50                             July 2034
       I-LT2SWAP32                  Variable(2)            $4,108,280.50                             July 2034
       I-LT2SWAP33                  Variable(2)            $3,981,444.00                             July 2034
       I-LT2SWAP34                  Variable(2)            $41,990,742.50                            July 2034
       I-LT2SWAP35                  Variable(2)            $2,359,193.00                             July 2034
       I-LT2SWAP36                  Variable(2)            $2,293,587.00                             July 2034
       I-LT2SWAP37                  Variable(2)            $2,229,792.50                             July 2034
       I-LT2SWAP38                  Variable(2)            $2,167,760.50                             July 2034
       I-LT2SWAP39                  Variable(2)            $2,167,760.50                             July 2034
       I-LT2SWAP40                  Variable(2)            $2,048,790.50                             July 2034
       I-LT2SWAP41                  Variable(2)            $1,991,759.50                             July 2034
       I-LT2SWAP42                  Variable(2)            $1,936,304.50                             July 2034
       I-LT2SWAP43                  Variable(2)            $1,882,382.50                             July 2034
       I-LT2SWAP44                  Variable(2)            $1,829,952.00                             July 2034
       I-LT2SWAP45                  Variable(2)            $1,778,970.50                             July 2034
       I-LT2SWAP46                  Variable(2)            $1,729,399.00                             July 2034
       I-LT2SWAP47                  Variable(2)            $1,681,198.50                             July 2034
       I-LT2SWAP48                  Variable(2)            $1,634,332.00                             July 2034
       I-LT2SWAP49                  Variable(2)            $1,588,761.50                             July 2034
       I-LT2SWAP50                  Variable(2)            $1,544,452.50                             July 2034
       I-LT2SWAP51                  Variable(2)            $1,501,370.00                             July 2034
       I-LT2SWAP52                  Variable(2)            $1,459,479.50                             July 2034
       I-LT2SWAP53                  Variable(2)            $1,418,749.00                             July 2034
       I-LT2SWAP54                  Variable(2)            $1,379,147.00                             July 2034
       I-LT2SWAP55                  Variable(2)            $1,340,641.00                             July 2034
       I-LT2SWAP56                  Variable(2)            $1,303,201.50                             July 2034
       I-LT2SWAP57                  Variable(2)            $1,266,800.00                             July 2034
       I-LT2SWAP58                  Variable(2)            $1,231,406.50                             July 2034
       I-LT2SWAP59                  Variable(2)            $1,196,994.50                             July 2034
       I-LT2SWAP60                  Variable(2)            $1,163,535.50                             July 2034
       I-LT2SWAP61                  Variable(2)            $1,131,005.00                             July 2034
       I-LT2SWAP62                  Variable(2)            $1,099,376.00                             July 2034
       I-LT2SWAP63                  Variable(2)            $1,068,624.50                             July 2034
       I-LT2SWAP64                  Variable(2)            $1,038,725.50                             July 2034
       I-LT2SWAP65                  Variable(2)            $1,009,656.00                             July 2034
       I-LT2SWAP66                  Variable(2)            $981,393.50                               July 2034
       I-LT2SWAP67                  Variable(2)            $953,915.50                               July 2034
       I-LT2SWAP68                  Variable(2)            $927,199.50                               July 2034
       I-LT2SWAP69                  Variable(2)            $31,773,779.50                            July 2034
          I-LTP                     Variable(2)            $100.00                                   July 2034
</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 REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.

                                    REMIC II
                                    --------

         As provided herein, the Trustee will 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 will be designated as
"REMIC II." The Class R-II Interest will 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-



                                       3
<PAGE>


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
will be certificated.


<TABLE>
<CAPTION>

                                      REMIC II                         Initial                    Latest Possible
       Designation                Remittance Rate               Uncertificated Balance            Maturity Date(1)
       -----------                ---------------               ----------------------            ----------------
<S>                                 <C>                             <C>                              <C>
         II-LTAA                    Variable(2)                     $   767,011,256.95               July 2034
         II-LTA1                    Variable(2)                     $     2,972,070.00               July 2034
         II-LTA2                    Variable(2)                     $     2,972,065.00               July 2034
         II-LTM1                    Variable(2)                     $       516,540.00               July 2034
         II-LTM2                    Variable(2)                     $       203,485.00               July 2034
         II-LTM3                    Variable(2)                     $       391,320.00               July 2034
         II-LTM4                    Variable(2)                     $        86,090.00               July 2034
         II-LTM5                    Variable(2)                     $        93,915.00               July 2034
         II-LTM6                    Variable(2)                     $        86,090.00               July 2034
         II-LTM7                    Variable(2)                     $        86,090.00               July 2034
         II-LTM8                    Variable(2)                     $        86,090.00               July 2034
         II-LTM9                    Variable(2)                     $        78,265.00               July 2034
         II-LTZZ                    Variable(2)                     $     8,081,271.70               July 2034
         II-LTP                     Variable(2)                     $           100.00               July 2034
         II-1SUB                    Variable(2)                     $        18,825.12               July 2034
         II-1GRP                    Variable(2)                     $        78,266.53               July 2034
         II-2SUB                    Variable(2)                     $        18,825.09               July 2034
         II-2GRP                    Variable(2)                     $        78,266.39               July 2034
          II-XX                     Variable(2)                     $     8,081,270.96               July 2034
       II-LT-1SWAP                  Variable(2)                              (3)                     July 2034
       II-LT-2SWAP                  Variable(2)                              (3)                     July 2034
</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 REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC II Remittance
         Rate" herein.
(3)      REMIC II Regular Interest II-LT-1SWAP and REMIC II Regular Interest
         II-LT-2SWAP will not have Uncertificated Balances, but will accrue
         interest on their respective Uncertificated Notional Amounts.

                                    REMIC III
                                    ---------

                  As provided herein, the Trustee will 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 will
be designated as "REMIC III." The Class R-III Interest will 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.





                                       4
<PAGE>


<TABLE>
<CAPTION>

                                                                    Initial Aggregate
                                                                  Certificate Principal           Latest Possible
         Designation                   Pass-Through Rate                 Balance                 Maturity Date(1)
         -----------                   -----------------                 -------                 ----------------
<S>                                      <C>                       <C>                               <C>
       Class A-1                         Variable(2)               $   594,414,000.00                July 2034
       Class A-2                         Variable(2)               $   594,413,000.00                July 2034
       Class M-1                         Variable(2)               $   103,308,000.00                July 2034
       Class M-2                         Variable(2)               $    40,697,000.00                July 2034
       Class M-3                         Variable(2)               $    78,264,000.00                July 2034
       Class M-4                         Variable(2)               $    17,218,000.00                July 2034
       Class M-5                         Variable(2)               $    18,783,000.00                July 2034
       Class M-6                         Variable(2)               $    17,218,000.00                July 2034
       Class M-7                         Variable(2)               $    17,218,000.00                July 2034
       Class M-8                         Variable(2)               $    17,218,000.00                July 2034
       Class M-9                         Variable(2)               $    15,653,000.00                July 2034
        Class CE                         Variable(3)               $    50,925,095.82                July 2034
        Class P                             N/A(4)                 $           100.00                July 2034
     Class SWAP-IO                          N/A(5)                        N/A(5)                     July 2034
</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 Loans 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 Certificates will accrue interest at their variable
         Pass-Through Rate on the Notional Amount of the Class CE Certificates
         outstanding from time to time which shall equal the Uncertificated
         Balance of the REMIC II Regular Interests (other than REMIC II Regular
         Interest I-LTP). The Class CE Certificates will not accrue interest on
         its Uncertificated Balance.
(4)      The Class P Certificates will not accrue interest.
(3)      The Class SWAP-IO Certificates will not have a Pass-Through Rate or a
         Certificate Principal Balance, but will be entitled to 100% of amounts
         distributed on REMIC II Regular Interest II-LT-1SWAP and REMIC II
         Regular Interest II-4-2SWAP.

                  As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $782,665,298.28 and the Group II
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$782,663,897.54.

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

                                    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.



                                       5
<PAGE>

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

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

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

                  "Adjustment Date": With respect to the Adjustable-Rate
Mortgage Loans, 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.



                                       6
<PAGE>

                  "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) any
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 unpaid from the previous Distribution Date minus the
amount of the increase in the related Certificate Principal Balance due to the
receipt of Subsequent Recoveries as provided in Section 4.01.

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

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

                  "Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in
the Collection Account and Distribution Account as of the close of business on
the related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Distribution Account for such Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in
the Distribution Account by the Master Servicer for such Distribution Date
pursuant to Section 4.03(e), (d) the aggregate of any Advances made by the
Master Servicer for such Distribution Date pursuant to Section 4.03 and (e) the
aggregate of any Advances made by the successor Master Servicer or the Trustee
for such Distribution Date pursuant to Section 7.02(b), reduced (to not less
than zero) by (2) the sum of (x) the portion of the amount described in clause
(1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received
from a Mortgagor on or prior to the Determination Date but due during any Due
Period subsequent to the related Due Period, (ii) Principal Prepayments on the
Mortgage Loans received after the related Prepayment Period (together with any
interest payments received with such 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 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) [reserved],
(vii) amounts deposited in the Collection Account or the Distribution Account in
error and (viii) the amount of any Prepayment Charges collected by the Master
Servicer and the amount of any Master Servicer Prepayment Charge Payment
Amounts, (y) [reserved] and (z) any Net Swap Payment or Swap Termination Payment
owed to the Swap Provider.

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



                                       7
<PAGE>

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

                  "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2004-WCW1, Class A-1, Class A-2, 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 CE, Class P and Class R 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 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 and the NIMS Insurer may
conclusively rely upon a certificate of the Depositor or the Seller in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the NIMS Insurer shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

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


                                       8
<PAGE>




   Class           REMIC II Regular Interest             Certificate Margin
   -----           -------------------------             ------------------
                                                       (1) (%)          (2) (%)
    A-1                     II-LTA 1                   0.3700          0.7400
    A-2                     II-LTA2                    0.3800          0.7600
    M-1                     II-LTM1                    0.6300          0.9450
    M-2                     II-LTM2                    0.6800          1.0200
    M-3                     II-LTM3                    1.2500          1.8750
    M-4                     II-LTM4                    1.4500          2.1750
    M-5                     II-LTM5                    1.9000          2.8500
    M-6                     II-LTM6                    2.0500          3.0750
    M-7                     II-LTM7                    2.5000          3.7500
    M-8                     II-LTM8                    3.5000          5.2500
    M-9                     II-LTM9                    3.5000          5.2500
__________
(1)      For each 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 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 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
(or, in the case of any date of determination up to and including the first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Uncertificated Balances of the REMIC I Regular Interests over (B) the
then aggregate Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding.

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

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

                  "Class A Certificate": Any one of the Class A-1 Certificates
and the Class A-2 Certificates.



                                       9
<PAGE>

                  "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 and (ii) the Senior Group II Principal
Distribution Amount.

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

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

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

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3 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) 65.10% 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
$7,826,645.98.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4 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



                                       10
<PAGE>

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) 70.30% 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
$7,826,645.98.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the 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)
80.30% 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 $7,826,645.98.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6 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-



                                       11
<PAGE>

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) 82.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,826,645.98.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7 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) 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 $7,826,645.98.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-8 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.



                                       12
<PAGE>

                  "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 (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 $7,826,645.98.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-9 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) 89.30% and (ii) the aggregate Stated Principal Balance of
the



                                       13
<PAGE>

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 $7,826,645.98.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-10 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the 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) 91.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,826,645.98.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-11 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.



                                       14
<PAGE>


                  "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 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) 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)
93.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $7,826,645.98.

                  "Class P Certificate": Any one of the Class P Certificates
executed, authenticated and delivered by the Trustee, 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 R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-14 and evidencing the ownership of the Class R-I
Interest, the Class R-II Interest and the Class R-III 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.

                  "Closing Date": August 6, 2004.

                  "Combined Loan-to-Value Ratio": As of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is (i) the sum of (a) the outstanding principal



                                       15
<PAGE>

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 "Countrywide Home Loans Servicing LP, as Master Servicer for Wells
Fargo Bank, N.A., as Trustee, in trust for the registered holders of Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-WCW1." The
Collection Account must be an Eligible Account.

                  "Commission": The Securities and Exchange Commission.

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

                  "Corporate Trust Office": The corporate trust office of the
Trustee, at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) for purposes of the transfer and
exchange of the Certificates, Sixth and Marquette, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust Services - Park Place Securities, Inc.
Series 2004-WCW1, and (ii) for all other purposes, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Client Manager - Park Place Securities,
Inc. Series 2004-WCW1.

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


          REMIC II Regular Interest              Class
          -------------------------              -----
                   II-LTA1                        A-1
                   II-LTA2                        A-2
                   II-LTM1                        M-1
                   II-LTM2                        M-2
                   II-LTM3                        M-3
                   II-LTM4                        M-4
                   II-LTM5                        M-5
                   II-LTM6                        M-6
                   II-LTM7                        M-7
                   II-LTM8                        M-8
                   II-LTM9                        M-9
                   II-LTP                          P

                  "Credit Enhancement Percentage": For any Distribution Date and
Class of Offered Certificates, will be the percentage equivalent of a fraction,
calculated after taking into account distribution of the Group I Principal
Distribution Amount and the Group II 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
Balances of the Classes of Certificates with a lower distribution priority than
such Class, and the denominator of which is the



                                       16
<PAGE>

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

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

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

                  "Custodial Agreement": The letter 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 percentage equivalent of (a) the product
of 12 and the Custodian Fee for such Distribution Date, divided by (b) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date.

                  "Cut-off Date": With respect to any Mortgage Loan, the close
of business on August 1, 2004. 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).

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



                                       17
<PAGE>

                  "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 Office of Thrift
Supervision delinquency calculation methodology), are in foreclosure, have been
converted to REO Properties or have been discharged by reason of bankruptcy, and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month; provided, however, that any Mortgage Loan purchased by the 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, 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 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.



                                       18
<PAGE>

                  "Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(e), which shall be
entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2004-WCW1." 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
September 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.

                  "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).



                                       19
<PAGE>

                  "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.

                  "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 Servicing Fee Rate and the Custodian 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 Servicing Fee Rate and the
Custodian Fee Rate.

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

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

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

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(a) 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.



                                       20
<PAGE>

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

                  "Floating Swap Payment": With respect to any Distribution
Date, a floating amount equal to the product of (i) LIBOR (as determined
pursuant to the Interest Rate Swap Agreement for such Distribution Date), (ii)
the related Calculation Base Amount (as defined in the Interest Rate Swap
Agreement), (iii) 100 and (iv) a fraction, the numerator of which is the actual
number of days elapsed from and including the previous Distribution Date to but
excluding the current Distribution Date (or, for the first Distribution Date,
the actual number of days elapsed from the Closing Date to but excluding the
first Distribution Date), and the denominator of which is 360.

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

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

                  "Gross Margin": With respect to the Adjustable-Rate Mortgage
Loans, 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, as applicable.

                  "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-1 Certificates.

                   "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.

                  "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 Freddie Mac and Fannie Mae loan limits.

                  "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 prior to the related Determination Date or advanced prior to that
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,



                                       21
<PAGE>

Section 3.16(a) 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) [reserved]; 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.

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

                   "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.

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

                  "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 prior to the related Determination Date or advanced prior to that
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(a) 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) [reserved]; 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.



                                       22
<PAGE>

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

                  "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: Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.

                  "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 Class R 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 has received an Opinion of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor shall not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

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



                                       23
<PAGE>

                  "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 CE
Certificates, the REMIC I Regular Interests, the one-month period ending on the
last day of the calendar month preceding the month in which such Distribution
Date occurs.

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

                  "Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of calculating the Marker
Rate, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9 and any Interest
Accrual Period therefor, the second London 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, any Class of Mezzanine
Certificates and any Class CE Certificate, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

                  "Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of August 6, 2004 (the Master Agreement)
between Credit Suisse First Boston International and the Trustee, an ISDA Credit
Support Annex (Bilateral Form-New York Law) as of the same date, which
supplements, forms part of, and is subject to the Master Agreement, and a
confirmation of the same date, which supplements and forms part of the Master
Agreement.

                  "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




                                       24
<PAGE>

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.

                  "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(a) 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(a) or Section
9.01.

                  "Loan Group": Loan Group I or Loan Group II, 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-to-Value Ratio": As of any date of determination, 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.

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

                  "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 Certificates 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-LTA1,
REMIC II Regular Interest II-LTA2, 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,



                                       25
<PAGE>

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
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-LTA1, REMIC II Regular Interest II-LTA2, 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 and REMIC II Regular Interest II-
LTM9, 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.

                  "Master Servicer": Countrywide Home Loans Servicing LP 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.

                  "Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer pursuant to Section 2.03(b) in respect of
any waived (or, with respect to subsequent changes of law, any unenforceable)
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 Class A-1 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 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 (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Interest Accrual Period and (ii) an amount, expressed as a
percentage, equal to a fraction, the numerator of which is equal to the Net Swap
Payment made by the Swap Provider and the denominator of which is equal to the
aggregate principal balance of the Mortgage Loans.

                  For any Distribution Date with respect to the Class A-2
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



                                       26
<PAGE>

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 (y) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to
a fraction, the numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to the aggregate principal
balance of the Mortgage Loans.

                  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 each Loan Group the current Certificate
Principal Balance of the related Class A Certificates, of the weighted average
Expense Adjusted Net Maximum Mortgage Rates of (a) the Group I Mortgage Loans
and (b) the Group II Mortgage Loans and (y) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days elapsed in the
related Interest Accrual Period and (ii) an amount, expressed as a percentage,
equal to a fraction, the numerator of which is equal to the Net Swap Payment
made by the Swap Provider and the denominator of which is equal to the aggregate
principal balance of the Mortgage Loans.

                  "Maximum II-LTZZ Uncertificated Interest Deferral Amount":
With respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate 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-LTA1, REMIC II Regular Interest II-LTA2, 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 and REMIC II Regular Interest II-LTM9, for such
Distribution Date, with the rate on each such REMIC II Regular Interest subject
to a cap equal to the lesser of (i) LIBOR plus the related Certificate Margin
and (ii) the related Net WAC Rate; 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-LTA1, REMIC II Regular Interest II-LTA2,
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 and REMIC II Regular Interest
II-LTM9, 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 the Adjustable-Rate
Mortgage Loans, 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, the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
Class M-7 Certificates, the Class M-8 Certificates and the Class M-9
Certificates.




                                       27
<PAGE>



                  "Minimum Mortgage Rate": With respect to the Adjustable-Rate
Mortgage Loans, 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, 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 and the Group II Mortgage Loans, attached hereto as Schedule 1.
The Mortgage Loan Schedule shall set forth the following information with
respect to each Mortgage Loan:

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

                  (2) [reserved];

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

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

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

                  (6) the original months to maturity;

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



                                       28
<PAGE>

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

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

                  (10) the stated maturity date;

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

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

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

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

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

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

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

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

                  (19) the Mortgage Rate at origination;

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

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

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

                  (23) the risk grade;

                  (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.



                                       29
<PAGE>

                  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: (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.

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

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) with
respect to the Fixed-Rate Mortgage Loans, shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage
Loans, (A) as of any date of determination until the first Adjustment Date
following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the rate as adjusted
on the most recent Adjustment Date equal to the sum, rounded to the nearest
0.125% as provided in the Mortgage Note, of the Index, as most recently
available as of a date prior to the Adjustment Date as set forth in the related
Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on
the Adjustable-Rate Mortgage Loans 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



                                       30
<PAGE>

Senior Interest Distribution Amount, (B) the Interest Distribution Amounts
payable 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 and the Custodian Fee Rate.

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

                  "Net WAC Pass-Through Rate": For any Distribution Date with
respect to any Class of Group I Certificates, a per annum rate equal to the
product of (x) 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 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 minus (i) an amount, expressed as a percentage, equal to
the Fixed Swap Payment for such Distribution Date divided by the outstanding
principal balance of the Mortgage Loans and (ii) an amount, expressed as a
percentage, equal to the Swap Termination Payment, if any, for such Distribution
Date, divided by the outstanding principal balance of the Mortgage Loans. For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as the weighted average of the REMIC II Remittance Rate on 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 any Class of 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 (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period minus (i) an amount, expressed as a percentage, equal to the Fixed Swap
Payment for such Distribution Date divided by the outstanding principal balance
of the Mortgage Loans and (ii) an amount, expressed as a percentage, equal to
the Swap Termination Payment, if any, for such Distribution Date, divided by the
outstanding principal balance of the Mortgage Loans. For federal income tax
purposes, the economic equivalent of such rate shall be expressed as the
weighted average of the REMIC II Remittance Rate on 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 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



                                       31
<PAGE>

Balance of each Loan Group 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) and (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) minus (i) an amount, expressed as a
percentage, equal to the Fixed Swap Payment for such Distribution Date divided
by the outstanding principal balance of the Mortgage Loans and (ii) an amount,
expressed as a percentage, equal to the Swap Termination Payment, if any, for
such Distribution Date, divided by the outstanding principal balance of the
Mortgage Loans, 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 REMIC I Remittance Rate on REMIC I Regular Interest
I-LT1GRP and (b) REMIC II Regular Interest II-LT2SUB, subject to a cap and a
floor equal to the REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP,
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 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.



                                       32
<PAGE>

                  "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 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 CE Certificates
and any Distribution Date, the Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP) immediately prior to such
Distribution Date.

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

                  "Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the 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.

                  "One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2, 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 and REMIC II Regular
Interest II-LTM9 and any Interest Accrual Period therefor, the rate determined
by the Trustee on the related Interest Determination Date on the basis of the
offered rate for one-month U.S. dollar deposits, as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that if such rate does not appear on Telerate Page 3750, the rate
for such date shall be determined on the basis of the offered rates of the
Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such Interest Determination Date. In such event, the Trustee shall
request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If on such Interest Determination Date, two or more
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 1/16%). If on
such Interest Determination Date, fewer than two Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the higher of (i) LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
foregoing, if, under the priorities described above, LIBOR for an Interest
Determination Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination Date, the
Trustee shall select, after consultation with the Depositor and the NIMS
Insurer, an alternative comparable index (over which the Trustee has no
control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.



                                       33
<PAGE>

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

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

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

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

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

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

                  "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 3.25% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut- off Date, (ii) on or
after the Stepdown Date provided a Trigger Event is not in effect, the greater
of (x) 6.50% 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) $7,826,645.98, 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.

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



                                       34
<PAGE>

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

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

                  With respect to the Class CE 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 amounts calculated pursuant to clauses (1)
through (14) below, and the denominator of which is the aggregate Uncertificated
Balance of REMIC II Regular Interests II-LTAA, II-LTA1, II-LTA2, II-LTM1,
II-LTM2, II-LTM3, II- LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9 and
II-LTZZ. For purposes of calculating the Pass-Through Rate for the Class CE
Certificates, the numerator is equal to the sum of the following components:

                  (1) 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;

                  (2) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTA1 minus the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC II Regular Interest II-LTA1;

                  (3) 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;

                  (4) 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 II Regular Interest II-LTM1;

                  (5) 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;

                  (6) 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;

                  (7) 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;

                  (8) 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;



                                       35
<PAGE>

                  (9) 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;

                  (10) 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;

                  (11) 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;

                  (12) 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;

                  (13) 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

                  (14) 100% of the interest on REMIC II Regular Interest II-LTP.

                  "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-9 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-9 Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $50,000 and
integral multiples of $1.00 in excess thereof. The Class P Certificates are
issuable only in minimum Percentage Interests corresponding to minimum initial
Certificate Principal Balances of $20 and integral multiples thereof. The Class
CE Certificates are issuable only in minimum Percentage Interests corresponding
to minimum initial Notional Amount of $10,000 and integral multiples of $1.00 in
excess thereof; provided, however, that a single Certificate of such Class of
Certificates may be issued having a Percentage Interest corresponding to the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such Class
plus such remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate, as set forth
on the face of such Certificate. The Residual Certificates are issuable in
Percentage Interests of 20% and multiples thereof.

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease



                                       36
<PAGE>

(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 or any of their respective Affiliates:

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

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

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

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

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

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

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

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



                                       37
<PAGE>

                  "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.

                  "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). The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:

                  (i) the Master Servicer's Mortgage Loan identifying number;

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

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

                  (iv) the term of the related Prepayment Charge;

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

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

                  The Prepayment Charge Schedule shall be amended from time to
time by the 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, the Trustee and to the NIMS Insurer.

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the calendar month in which such Distribution Date occurs and the
Determination Date of the calendar month in which such Distribution Date occurs,




                                       38
<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 August 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
and (ii) the Group II Principal Remittance Amount.

                  "Prospectus Supplement": The Prospectus Supplement, dated
August 4, 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(a) or Section 9.01, and as confirmed by an Officers' Certificate from the
Master Servicer to the Trustee, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof as of the date of purchase (or such other price
as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an advance by the 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)



                                       39
<PAGE>

REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending with
the calendar month in which such purchase is to be effected, net of the total of
all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and
Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts previously withdrawn from the Collection Account in
respect of such Mortgage Loan or REO Property pursuant to Sections 3.05(a)(v)
and 3.16(a), 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 or the Trustee in respect of the breach or
defect giving rise to the purchase obligation, as well as any costs and damages
incurred by the Trust Fund in connection with any violation by such loan of any
predatory or abusive lending law.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such 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, (xiii) not be
more than 59 or more days delinquent or any additional days delinquent than the
Deleted Mortgage Loan and (xiv) 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 (xiv) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.



                                       40
<PAGE>


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

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



                                       41
<PAGE>

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

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

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

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

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

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

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

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

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

                  "REMIC 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



                                       42
<PAGE>

thereon and proceeds thereof, (iii) the Trustee's rights with respect to the
Mortgage Loans under all insurance policies required to be maintained pursuant
to this Agreement and any proceeds thereof, (iv) the Depositor's rights under
the Mortgage Loan Purchase Agreement (including any security interest created
thereby) to the extent conveyed pursuant to Section 2.01 and (v) the Collection
Account (other than any amounts representing any 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
Net WAC Rate Carryover Reserve Account, the Interest Rate Swap Agreement, the
Swap Account, all payments and other collections of principal and interest due
on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges
payable in connection with Principal Prepayments made before the Cut-off Date.

                  "REMIC I Regular Interest": Any of the 141 separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I as set forth in the Preliminary
Statement. Each REMIC I Regular Interest shall accrue interest at the related
REMIC I Remittance Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.

                  "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LT1, REMIC I Regular Interest I-LTP and each REMIC I Regular Interest
ending with the designation "1SWAP", the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC
I Regular Interest I-LT2 and each REMIC I Regular Interest ending with the
designation "2SWAP", the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group II Mortgage Loans.

                  "REMIC II Interest Loss Allocation Amount": With respect to
any Distribution Date, an amount (subject to adjustment based on the actual
number of days elapsed in the respective Interest Accrual Periods for the
indicated Regular Interests for such Distribution Date) equal to (a) the product
of (i) 50% of the aggregate Stated Principal Balance of the Mortgage 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-LTA1, REMIC
II Regular Interest II-LTA2, 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-LTZZ and REMIC
II Regular Interest II-LTP.

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



                                       43
<PAGE>

                  "REMIC II Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the aggregate Uncertificated Balances of the
REMIC II Regular Interests minus (ii) the aggregate of the Uncertificated
Balances of REMIC II Regular Interest II-LTA1, 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-LTP, 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) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of REMIC II Regular Interest II-LTA1,
REMIC II Regular Interest II-LTA2, 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
and REMIC II Regular Interest II-LTM9 and the denominator of which is the
aggregate of the Uncertificated Balances of REMIC II Regular Interest II-LTA1,
REMIC II Regular Interest II-LTA2, 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 and REMIC II Regular Interest II-LTZZ.

                  "REMIC II Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal (other than
REMIC II Regular Interest II-LT-1SWAP and REMIC II Regular Interest
II-LT-2SWAP), subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC II Regular Interest II-LTAA": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAA
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTA1": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTA1
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.



                                       44
<PAGE>

                  "REMIC II Regular Interest II-LTA2": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTA2
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM1
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM2
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM3": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM3
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM4
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM5": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM5
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM6": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM6
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



                                       45
<PAGE>

conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM7": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM7
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM8": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM8
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTM9": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM9
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTZZ": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTZZ
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTP
shall be entitled to any Prepayment Charges collected by the Master Servicer and
to a distribution of principal, subject to the terms and conditions hereof, in
an aggregate amount equal to its initial Uncertificated Balance as set forth in
the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT1GRP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT1GRP 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 Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT1SUB": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT1SUB shall accrue interest at the related REMIC II



                                       46
<PAGE>

Remittance Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT2GRP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT2GRP 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 Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT2SUB": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT2SUB 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 Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LTXX": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTXX
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
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT-1SWAP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT-1SWAP shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, subject to the terms and conditions hereof.

                  "REMIC II Regular Interest II-LT-2SWAP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT-2SWAP shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, subject to the terms and conditions hereof.

                  "REMIC II Regular Interest II-LT-SWAP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT-SWAP shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, subject to the terms and conditions hereof.

                  "REMIC II Remittance Rate": With respect to REMIC II Regular
Interest II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2, 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,



                                       47
<PAGE>

REMIC II Regular Interest II-LTZZ, REMIC II Regular Interest II-LTP, REMIC II
Regular Interest II- LT1SUB, REMIC II Regular Interest II-LT2SUB and REMIC II
Regular Interest II-LTXX, a per annum rate (but not less than zero) equal to the
weighted average of: (x) with respect to REMIC I Regular Interest I-LT1, REMIC I
Regular Interest I-LT2 and REMIC I Regular Interest I-LTP, the REMIC I
Remittance Rate for such REMIC I Regular Interest for each such Distribution
Date, (y) with respect to REMIC I Regular Interest I-LT1SWAP1 through REMIC I
Regular Interest I-LT1SWAP69 for each Distribution Date listed below, the
weighted average of the rates listed below for each such REMIC I Regular
Interest listed below, weighted on the basis of the Uncertificated Balance of
each such REMIC I Regular Interest:


<TABLE>
<CAPTION>

  DISTRIBUTI
   ON DATE         REMIC I REGULAR INTEREST                                       RATE
   -------         ------------------------                                       ----
<S>            <C>                                <C>
1              I-LT1SWAP1 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
2              I-LT1SWAP2 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1                         REMIC I RemittanceRate
3              I-LT1SWAP3 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 and I-LT1SWAP2          REMIC I RemittanceRate
4              I-LT1SWAP4 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP3
5              I-LT1SWAP5 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP4
6              I-LT1SWAP6 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP5
7              I-LT1SWAP7 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP6
8              I-LT1SWAP8 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP7
9              I-LT1SWAP9 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP8
10             I-LT1SWAP10 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP9
11             I-LT1SWAP11 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP10
12             I-LT1SWAP12 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP11
13             I-LT1SWAP13 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP12
14             I-LT1SWAP14 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP13
15             I-LT1SWAP15 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP14
16             I-LT1SWAP16 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP15
17             I-LT1SWAP1 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP                            Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP16
</TABLE>




                                       48
<PAGE>


<TABLE>
<CAPTION>


<S>            <C>                                <C>
18             I-LT1SWAP18 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP17
19             I-LT1SWAP19 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP18
20             I-LT1SWAP20 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP19
21             I-LT1SWAP21 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP20
</TABLE>



                                                        51

<PAGE>


<TABLE>
<CAPTION>


<S>            <C>                                <C>
22             I-LT1SWAP22 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP21
23             I-LT1SWAP23 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP22
24             I-LT1SWAP24 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP23
25             I-LT1SWAP25 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP24
26             I-LT1SWAP26 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP25
27             I-LT1SWAP27 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP26
28             I-LT1SWAP28 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP27
29             I-LT1SWAP29 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP28
30             I-LT1SWAP30 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP29
31             I-LT1SWAP31 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP30
32             I-LT1SWAP32 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP31
33             I-LT1SWAP33 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP32
34             I-LT1SWAP34 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP33
35             I-LT1SWAP35 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP34
36             I-LT1SWAP36 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP35
37             I-LT1SWAP37 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP36
38             I-LT1SWAP38 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP37
39             I-LT1SWAP39 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP38
</TABLE>




                                       49
<PAGE>



<TABLE>
<CAPTION>


<S>            <C>                                <C>
40             I-LT1SWAP40 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP39
41             I-LT1SWAP41 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP40
42             I-LT1SWAP42 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP41
43             I-LT1SWAP43 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP42
44             I-LT1SWAP44 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP43
45             I-LT1SWAP45 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP44
46             I-LT1SWAP46 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP45
47             I-LT1SWAP47 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP46
48             I-LT1SWAP48 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP47
49             I-LT1SWAP49 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP48
50             I-LT1SWAP50 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP49
51             I-LT1SWAP51 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP50
52             I-LT1SWAP52 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP51
53             I-LT1SWAP53 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP52
54             I-LT1SWAP54 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP53
55             I-LT1SWAP55 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP54
56             I-LT1SWAP56 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP55
57             I-LT1SWAP57 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP56
58             I-LT1SWAP58 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP57
59             I-LT1SWAP59 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP58
60             I-LT1SWAP60 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP59
61             I-LT1SWAP61 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP60
</TABLE>




                                       50
<PAGE>


<TABLE>
<CAPTION>


<S>            <C>                                <C>
62             I-LT1SWAP62 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP61
63             I-LT1SWAP63 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP62
64             I-LT1SWAP64 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP63
65             I-LT1SWAP65 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP64
66             I-LT1SWAP66 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP65
</TABLE>



                                                        54

<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                <C>
67             I-LT1SWAP67 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP66
68             I-LT1SWAP68 and I-                 (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT1SWAP69                          Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP67
69             I-LT1SWAP69                        (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
                                                  Adjusted Net Mortgage Rates of the Group I Mortgage Loans less 3.179%
               I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP68
thereafter     I-LT1SWAP1 through I-              REMIC I RemittanceRate
               LT1SWAP69
</TABLE>


and (z) with respect to REMIC I Regular Interest I-LT2SWAP1 through REMIC I
Regular Interest I- LT2SWAP69 for each Distribution Date listed below, the
weighted average of the rates listed below for each such REMIC I Regular
Interest listed below, weighted on the basis of the Uncertificated Balance of
each such REMIC I Regular Interest:


<TABLE>
<CAPTION>

  DISTRIBUTI
   ON DATE         REMIC I REGULAR INTEREST                                       RATE
   -------         ------------------------                                       ----
<S>            <C>                                <C>
1              I-LT2SWAP1 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
2              I-LT2SWAP2 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1                         REMIC I RemittanceRate
3              I-LT2SWAP3 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 and I-LT2SWAP2          REMIC I RemittanceRate
4              I-LT2SWAP4 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP3
5              I-LT2SWAP5 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP4
6              I-LT2SWAP6 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP5
7              I-LT2SWAP7 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP6
8              I-LT2SWAP8 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP7
9              I-LT2SWAP9 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP8
10             I-LT2SWAP10 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP9
</TABLE>




                                       51
<PAGE>



<TABLE>
<CAPTION>

<S>            <C>                                <C>
11             I-LT2SWAP11 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP10
12             I-LT2SWAP12 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP11
13             I-LT2SWAP13 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP12
14             I-LT2SWAP14 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP13
15             I-LT2SWAP15 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP14
16             I-LT2SWAP16 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP15
17             I-LT2SWAP1 through I-              (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP                            Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP16
18             I-LT2SWAP18 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP17
19             I-LT2SWAP19 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP18
20             I-LT2SWAP20 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP19
21             I-LT2SWAP21 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP20
22             I-LT2SWAP22 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP21
23             I-LT2SWAP23 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP22
24             I-LT2SWAP24 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP23
25             I-LT2SWAP25 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP24
26             I-LT2SWAP26 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP25
27             I-LT2SWAP27 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP26
28             I-LT2SWAP28 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP27
29             I-LT2SWAP29 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP28
30             I-LT2SWAP30 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP29
31             I-LT2SWAP31 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP30
32             I-LT2SWAP32 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP31
</TABLE>




                                       52
<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                <C>
33             I-LT2SWAP33 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP32
34             I-LT2SWAP34 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP33
35             I-LT2SWAP35 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP34
36             I-LT2SWAP36 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP35
37             I-LT2SWAP37 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP36
38             I-LT2SWAP38 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP37
39             I-LT2SWAP39 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP38
40             I-LT2SWAP40 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP39
41             I-LT2SWAP41 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP40
42             I-LT2SWAP42 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP41
43             I-LT2SWAP43 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP42
44             I-LT2SWAP44 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP43
45             I-LT2SWAP45 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP44
46             I-LT2SWAP46 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP45
47             I-LT2SWAP47 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP46
48             I-LT2SWAP48 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP47
49             I-LT2SWAP49 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP48
50             I-LT2SWAP50 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP49
51             I-LT2SWAP51 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP50
52             I-LT2SWAP52 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP51
53             I-LT2SWAP53 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP52
54             I-LT2SWAP54 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP53
</TABLE>

                                       53
<PAGE>



<TABLE>
<CAPTION>

<S>            <C>                                <C>
55             I-LT2SWAP55 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP54
56             I-LT2SWAP56 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP55
57             I-LT2SWAP57 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP56
58             I-LT2SWAP58 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP57
59             I-LT2SWAP59 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP58
60             I-LT2SWAP60 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP59
61             I-LT2SWAP61 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP60
62             I-LT2SWAP62 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP61
63             I-LT2SWAP63 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP62
64             I-LT2SWAP64 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP63
65             I-LT2SWAP65 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP64
66             I-LT2SWAP66 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP65
67             I-LT2SWAP67 through I-             (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP66
68             I-LT2SWAP68 and I-                 (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
               LT2SWAP69                          Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP67
69             I-LT2SWAP69                        (a) REMIC I Remittance Rate over (b) the weighted average of the Expense
                                                  Adjusted Net Mortgage Rates of the Group II Mortgage Loans less 3.179%
               I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP68
thereafter     I-LT2SWAP1 through I-              REMIC I RemittanceRate
               LT2SWAP69
</TABLE>


         With resepect to REMIC II Regular Interest II-LT-1SWAP, (i) for the
first 69 Distribution Dates, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans less 3.179% and (ii) thereafter,
0.00%.

         With respect to REMIC II Regular Interest II-LT-SWAP2, and (i) the
first 69 Distribution Dates, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage Loans less 3.179% and (ii) thereafter,
0.00%.

         With respect to REMIC II Regular Interest II-1GRP, weighted average of:
(x) with respect to REMIC I Regular Interest I-LT1, and REMIC I Regular Interest
I-LTP, the REMIC I Remittance Rate for such REMIC I Regular Interest for each
such Distribution Date, (y) with respect to REMIC I Regular Interest I-LT1SWAP1
through REMIC I Regular Interest I-LT1SWAP69 for each Distribution Date listed
below, the weighted average of the rates listed in the first table above for
each such



                                       54
<PAGE>

REMIC I Regular Interest listed in such table, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular Interest.

         With respect to REMIC II Regular Interest II-2GRP, weighted average of:
(x) with respect to REMIC I Regular Interest I-LT2, the REMIC I Remittance Rate
for such REMIC I Regular Interest for each such Distribution Date, (y) with
respect to REMIC I Regular Interest I-LT2SWAP1 through REMIC I Regular Interest
I-LT2SWAP69 for each Distribution Date listed below, the weighted average of the
rates listed in the second table above for each such REMIC I Regular Interest
listed in such table, weighted on the basis of the Uncertificated Balance of
each such REMIC I Regular Interest.

                  "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 and REMIC II Regular Interest II-LTXX.

                  "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 among, 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 I 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 or Class R
Certificate.

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

                  "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 or
REMIC II Regular Interest or Regular Certificate.

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

                  "Remittance Report": A report in form and substance that is
acceptable to the Trustee and the NIMS Insurer on a magnetic disk or tape
prepared by the Master Servicer pursuant to Section 4.03 with such additions,
deletions and modifications as agreed to by the Trustee and the Master Servicer.



                                       55
<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 Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates which New York
City banks selected by the Trustee are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month U.S. dollar lending rate which New
York City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) an
attached or detached one-family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a
detached or attached one-family dwelling in a planned unit



                                       56
<PAGE>

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.

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

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

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

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

                  "Senior Group I Principal Distribution Amount" With respect to
any Distribution Date, an amount, not less than zero, equal to the excess of (x)
the Certificate Principal Balance of the Group I Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 51.90%
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



                                       57
<PAGE>

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 $3,913,326.49

                  "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) 51.90% 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 $3,913,319.49.

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

                  "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": 0.50% per annum.

                  "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 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.



                                       58
<PAGE>

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

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

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

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the 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 September 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



                                       59
<PAGE>

prior to any distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date) is equal to or greater than 48.10%.

                  "Subsequent Recoveries": As of any Distribution Date,
unanticipated amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.05) 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.

                  "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.

                  "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.

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

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

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

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

                  "Swap Provider": Credit Suisse First Boston International.

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

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

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



                                       60
<PAGE>

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 has occurred with respect to
a Distribution Date on or 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                       33.50%
         Class M-1 Certificates                     46.17%
         Class M-2 Certificates                     54.25%
         Class M-3 Certificates                     81.79%
         Class M-4 Certificates                     92.08%
         Class M-5 Certificates                    106.71%
         Class M-6 Certificates                    124.91%
         Class M-7 Certificates                    150.59%
         Class M-8 Certificates                    189.57%
         Class M-9 Certificates                    247.90%

         or

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


                                       61
<PAGE>


    DISTRIBUTION DATE OCCURRING IN              PERCENTAGE
    ------------------------------              ----------
September 2007 through August 2008                 3.00%
September 2008 through August 2009                 4.75%
September 2009 through August 2010                 6.00%
September 2010 and thereafter                      6.75%

                  "Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II, REMIC III the Net WAC Rate Carryover Reserve Account, the Interest
Rate Swap Agreement, the Swap Account and the other assets conveyed by the
Depositor to the Trustee pursuant to Section 2.01.

                  "Trust REMIC": Any of REMIC I,  REMIC II or REMIC III.

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

                  "Uncertificated Balance": The amount of any REMIC Regular
Interest (other than REMIC II Regular Interest II-LT-1SWAP and REMIC II Regular
Interest I-LT-2SWAP) outstanding as of any date of determination. As of the
Closing Date, the Uncertificated Balance of each REMIC Regular Interest (other
than REMIC II Regular Interest II-LT-1SWAP and REMIC II Regular Interest
I-LT-2SWAP) shall equal the amount set forth in the Preliminary Statement hereto
as its initial uncertificated balance. On each Distribution Date, the
Uncertificated Balance of each REMIC Regular Interest (other than REMIC II
Regular Interest II-LT-1SWAP and REMIC II Regular Interest I-LT-2SWAP) 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 Certificates as of
any date of determination, an amount equal to the excess, if any, of (A) the
then aggregate Uncertificated Principal Balances of the REMIC II Regular
Interests over (B) the then aggregate Certificate Principal Balances 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 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.





                                       62
<PAGE>

                  "Uncertificated Notional Amount": With respect to REMIC II
Regular Interest II-LT- 1SWAP and (i) each Distribution Date listed below, the
aggregate Uncertificated Principal Balances of the REMIC I Regular Interests
listed below:



DISTRIBUTION DATE             REMIC I REGULAR INTERESTS
1                             I-LT1SWAP1 through I-LT1SWAP69
2                             I-LT1SWAP2 through I-LT1SWAP69
3                             I-LT1SWAP3 through I-LT1SWAP69
4                             I-LT1SWAP4 through I-LT1SWAP69
5                             I-LT1SWAP5 through I-LT1SWAP69
6                             I-LT1SWAP6 through I-LT1SWAP69
7                             I-LT1SWAP7 through I-LT1SWAP69
8                             I-LT1SWAP8 through I-LT1SWAP69
9                             I-LT1SWAP9 through I-LT1SWAP69
10                            I-LT1SWAP10 through I-LT1SWAP69
11                            I-LT1SWAP11 through I-LT1SWAP69
12                            I-LT1SWAP12 through I-LT1SWAP69
13                            I-LT1SWAP13 through I-LT1SWAP69
14                            I-LT1SWAP14 through I-LT1SWAP69
15                            I-LT1SWAP15 through I-LT1SWAP69
16                            I-LT1SWAP16 through I-LT1SWAP69
17                            I-LT1SWAP17 through I-LT1SWAP69
18                            I-LT1SWAP18 through I-LT1SWAP69
19                            I-LT1SWAP19 through I-LT1SWAP69
20                            I-LT1SWAP20 through I-LT1SWAP69
21                            I-LT1SWAP21 through I-LT1SWAP69
22                            I-LT1SWAP22 through I-LT1SWAP69
23                            I-LT1SWAP23 through I-LT1SWAP69
24                            I-LT1SWAP24 through I-LT1SWAP69
25                            I-LT1SWAP25 through I-LT1SWAP69
26                            I-LT1SWAP26 through I-LT1SWAP69
27                            I-LT1SWAP27 through I-LT1SWAP69
28                            I-LT1SWAP28 through I-LT1SWAP69
29                            I-LT1SWAP29 through I-LT1SWAP69
30                            I-LT1SWAP30 through I-LT1SWAP69
31                            I-LT1SWAP31 through I-LT1SWAP69
32                            I-LT1SWAP32 through I-LT1SWAP69
33                            I-LT1SWAP33 through I-LT1SWAP69
34                            I-LT1SWAP34 through I-LT1SWAP69
35                            I-LT1SWAP35 through I-LT1SWAP69
36                            I-LT1SWAP36 through I-LT1SWAP69
37                            I-LT1SWAP37 through I-LT1SWAP69
38                            I-LT1SWAP38 through I-LT1SWAP69
39                            I-LT1SWAP39 through I-LT1SWAP69
40                            I-LT1SWAP40 through I-LT1SWAP69
41                            I-LT1SWAP41 through I-LT1SWAP69
42                            I-LT1SWAP42 through I-LT1SWAP69
43                            I-LT1SWAP43 through I-LT1SWAP69
44                            I-LT1SWAP44 through I-LT1SWAP69
45                            I-LT1SWAP45 through I-LT1SWAP69
46                            I-LT1SWAP46 through I-LT1SWAP69
47                            I-LT1SWAP47 through I-LT1SWAP69
48                            I-LT1SWAP48 through I-LT1SWAP69
49                            I-LT1SWAP49 through I-LT1SWAP69
50                            I-LT1SWAP50 through I-LT1SWAP69
51                            I-LT1SWAP51 through I-LT1SWAP69
52                            I-LT1SWAP52 through I-LT1SWAP69
53                            I-LT1SWAP53 through I-LT1SWAP69
54                            I-LT1SWAP54 through I-LT1SWAP69
55                            I-LT1SWAP55 through I-LT1SWAP69
56                            I-LT1SWAP56 through I-LT1SWAP69
57                            I-LT1SWAP57 through I-LT1SWAP69
58                            I-LT1SWAP58 through I-LT1SWAP69




                                       63
<PAGE>

59                            I-LT1SWAP59 through I-LT1SWAP69
60                            I-LT1SWAP60 through I-LT1SWAP69
61                            I-LT1SWAP61 through I-LT1SWAP69
62                            I-LT1SWAP62 through I-LT1SWAP69
63                            I-LT1SWAP63 through I-LT1SWAP69
64                            I-LT1SWAP64 through I-LT1SWAP69
65                            I-LT1SWAP65 through I-LT1SWAP69
66                            I-LT1SWAP66 through I-LT1SWAP69
67                            I-LT1SWAP67 through I-LT1SWAP69
68                            I-LT1SWAP68 and I-LT1SWAP69
69                            I-LT1SWAP69
Thereafter                    $0.00


With respect to REMIC II Regular Interest II-LT-2SWAP and (i) each Distribution
Date listed below, the aggregate Uncertificated Principal Balances of the REMIC
I Regular Interests listed below:



DISTRIBUTION DATE             REMIC I REGULAR INTERESTS
1                             I-LT2SWAP1 through I-LT2SWAP69
2                             I-LT2SWAP2 through I-LT2SWAP69
3                             I-LT2SWAP3 through I-LT2SWAP69
4                             I-LT2SWAP4 through I-LT2SWAP69
5                             I-LT2SWAP5 through I-LT2SWAP69
6                             I-LT2SWAP6 through I-LT2SWAP69
7                             I-LT2SWAP7 through I-LT2SWAP69
8                             I-LT2SWAP8 through I-LT2SWAP69
9                             I-LT2SWAP9 through I-LT2SWAP69
10                            I-LT2SWAP10 through I-LT2SWAP69
11                            I-LT2SWAP11 through I-LT2SWAP69
12                            I-LT2SWAP12 through I-LT2SWAP69
13                            I-LT2SWAP13 through I-LT2SWAP69
14                            I-LT2SWAP14 through I-LT2SWAP69
15                            I-LT2SWAP15 through I-LT2SWAP69
16                            I-LT2SWAP16 through I-LT2SWAP69
17                            I-LT2SWAP17 through I-LT2SWAP69
18                            I-LT2SWAP18 through I-LT2SWAP69
19                            I-LT2SWAP19 through I-LT2SWAP69
20                            I-LT2SWAP20 through I-LT2SWAP69
21                            I-LT2SWAP21 through I-LT2SWAP69
22                            I-LT2SWAP22 through I-LT2SWAP69
23                            I-LT2SWAP23 through I-LT2SWAP69
24                            I-LT2SWAP24 through I-LT2SWAP69
25                            I-LT2SWAP25 through I-LT2SWAP69
26                            I-LT2SWAP26 through I-LT2SWAP69
27                            I-LT2SWAP27 through I-LT2SWAP69
28                            I-LT2SWAP28 through I-LT2SWAP69
29                            I-LT2SWAP29 through I-LT2SWAP69
30                            I-LT2SWAP30 through I-LT2SWAP69
31                            I-LT2SWAP31 through I-LT2SWAP69
32                            I-LT2SWAP32 through I-LT2SWAP69
33                            I-LT2SWAP33 through I-LT2SWAP69
34                            I-LT2SWAP34 through I-LT2SWAP69
35                            I-LT2SWAP35 through I-LT2SWAP69
36                            I-LT2SWAP36 through I-LT2SWAP69
37                            I-LT2SWAP37 through I-LT2SWAP69
38                            I-LT2SWAP38 through I-LT2SWAP69
39                            I-LT2SWAP39 through I-LT2SWAP69
40                            I-LT2SWAP40 through I-LT2SWAP69
41                            I-LT2SWAP41 through I-LT2SWAP69
42                            I-LT2SWAP42 through I-LT2SWAP69
43                            I-LT2SWAP43 through I-LT2SWAP69
44                            I-LT2SWAP44 through I-LT2SWAP69
45                            I-LT2SWAP45 through I-LT2SWAP69
46                            I-LT2SWAP46 through I-LT2SWAP69




                                       64
<PAGE>

47                            I-LT2SWAP47 through I-LT2SWAP69
48                            I-LT2SWAP48 through I-LT2SWAP69
49                            I-LT2SWAP49 through I-LT2SWAP69
50                            I-LT2SWAP50 through I-LT2SWAP69
51                            I-LT2SWAP51 through I-LT2SWAP69
52                            I-LT2SWAP52 through I-LT2SWAP69
53                            I-LT2SWAP53 through I-LT2SWAP69
54                            I-LT2SWAP54 through I-LT2SWAP69
55                            I-LT2SWAP55 through I-LT2SWAP69
56                            I-LT2SWAP56 through I-LT2SWAP69
57                            I-LT2SWAP57 through I-LT2SWAP69
58                            I-LT2SWAP58 through I-LT2SWAP69
59                            I-LT2SWAP59 through I-LT2SWAP69
60                            I-LT2SWAP60 through I-LT2SWAP69
61                            I-LT2SWAP61 through I-LT2SWAP69
62                            I-LT2SWAP62 through I-LT2SWAP69
63                            I-LT2SWAP63 through I-LT2SWAP69
64                            I-LT2SWAP64 through I-LT2SWAP69
65                            I-LT2SWAP65 through I-LT2SWAP69
66                            I-LT2SWAP66 through I-LT2SWAP69
67                            I-LT2SWAP67 through I-LT2SWAP69
68                            I-LT2SWAP68 and I-LT2SWAP69
69                            I-LT2SWAP69
Thereafter                    $0.00



                  "Underwriters": Each of Credit Suisse First Boston LLC, BNP
Paribas Securities Corp. and Countrywide Securities Corporation.

                  "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



                                       65
<PAGE>

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 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, 98% of all Voting Rights shall be allocated among the holders
of the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights shall be
allocated to the holders of the Class P Certificates and 1% of all Voting Rights
shall be allocated among the holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

                  SECTION 1.02. Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 4.03(e)) and any Relief Act Interest Shortfall 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 any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans shall
be allocated to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest
I-LT2, PRO RATA based on, and to the extent of, one month's interest at the then
applicable respective REMIC I Remittance Rate on the respective Uncertificated
Balance of each such REMIC I Regular Interest.

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

                  (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 first, to Uncertificated Interest
         payable to REMIC II Regular Interest II-LTAA and



                                       66
<PAGE>

         REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to
         the REMIC III Interest Loss Allocation Amount, 98% and 2%,
         respectively, and thereafter among REMIC II Regular Interest II-LTA1,
         REMIC II Regular Interest II-LTA2, 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
         and REMIC II Regular Interest II-LTZZ, PRO RATA 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 and REMIC II Regular Interest II-LTXX, PRO
         RATA based on, and to the extent of, one month's interest at the then
         applicable respective REMIC II Remittance Rate on the respective
         Uncertificated Balance of each such REMIC II Regular Interest.

                  SECTION 1.03 Rights of the NIMS Insurer.

                  Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain payments of notes issued pursuant to an Indenture and (ii) any
series of notes issued pursuant to one or more Indentures remain outstanding or
the NIMS Insurer is owed amounts in respect of its guarantee of payment on such
notes; provided, however, the NIMS Insurer shall not have any rights hereunder
(except pursuant to Section 11.01 in the case of clause (ii) below) during the
period of time, if any, that (i) the NIMS Insurer has not undertaken to
guarantee certain payments of notes issued pursuant to the Indenture or (ii) any
default has occurred and is continuing under the insurance policy issued by the
NIMS Insurer with respect to such notes.





                                       67
<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01. Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement, all other assets included or to be included in
REMIC I, the Interest Rate Swap Agreement and the Swap Account. 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 Trustee an executed copy of the
Mortgage Loan Purchase Agreement and the Trustee, on behalf of the
Certificateholders, acknowledges receipt of the same.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with the Custodian on behalf of the Trustee
the following documents or instruments with respect to each Mortgage Loan so
transferred and assigned, 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 Wells Fargo
         Bank, N.A., as Trustee under the applicable agreement, without
         recourse," with all prior and intervening endorsements showing a
         complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided however, that such substitutions
         of Lost Note Affidavits for original Mortgage Notes may occur only with
         respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
         of which is less than or equal to 2.00% of the Pool Balance as of the
         Cut-off Date;

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

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

                  (iv) the original recorded intervening Assignment or
         Assignments of the Mortgage 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



                                       68
<PAGE>

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

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

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

                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments of Mortgage 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 of Mortgage shall be submitted for recording by the Seller (at
the direction of the Master Servicer) in the manner described above, at no
expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i)
reasonable direction by Holders of Certificates entitled to at least 25% of the
Voting Rights or the NIMS Insurer, (ii) [reserved], (iii) the occurrence of a
bankruptcy or insolvency relating to the Seller, (iv) the



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occurrence of a servicing transfer as described in Section 7.02 hereof and (v)
with respect to any one assignment or Mortgage, 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 of Mortgage, such expense shall be paid by the Trustee
and shall be reimbursable to the Trustee 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 the Home Ownership and Equity Protection Act of 1994 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 and the NIMS Insurer an
acknowledgment of receipt of the Mortgage Note (with any exceptions noted),
substantially in the form attached as Exhibit C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review (or cause a Custodian on its behalf to review) each Mortgage Note
within 45 days of the Closing Date and to certify in substantially the form
attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of
the Initial Certification attached to the Custodial Agreement) that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based



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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 to the Depositor, the Master Servicer and the NIMS Insurer
a final certification in the form annexed hereto as Exhibit C-2 (or shall cause
the Custodian to deliver to the Trustee, the Depositor, the 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 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 a 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 or the Trustee of a breach of
any of the representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.

                  The Trustee (or a 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,
as applicable, 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



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<PAGE>

from the date the Seller 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 Master
Servicer (or, in accordance with Section 6.06(b), 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, upon receipt of written certification from the Master
Servicer of such deposit, shall release to the Seller the related Mortgage File
and execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Seller shall furnish to it and as shall be necessary to
vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee
shall not have any further responsibility with regard to such Mortgage File. In
lieu of repurchasing any such Mortgage Loan as provided above, if so provided in
the Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to
be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
and substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(c). It is understood and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such omission, defect or
breach available to the Trustee on behalf of the Certificateholders.

                  (b)(i) Promptly upon the earlier of discovery by the 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.

                  (ii) Notwithstanding the provisions of Section 2.03(b)(i)
above, 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 covenant made by the Master Servicer in
Section 2.05(viii), which breach materially and adversely affects the interests
of the Holders of the Class P Certificates to any Prepayment Charge and (y) the
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.

                  (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 a 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



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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 a 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
Trustee 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 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 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 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, 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 execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Depositor or the
Seller, as the case may be, shall deliver to it and as shall be necessary to
vest therein any Deleted Mortgage Loan released pursuant hereto.

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



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<PAGE>

                  (d) Upon discovery by the Depositor, the NIMS Insurer, the
Seller, the Master Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall 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 Trustee, for the benefit of each of the Trustee, the Certificateholders
and to the Depositor that as of the Closing Date or as of such date specifically
provided herein:

                  (i) The Master Servicer is a limited partnership duly
         organized, validly existing and in good standing under the laws of the
         State of Texas 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 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 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




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<PAGE>

         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 seller/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;

                  (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;

                  (vii) 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;

                  (viii) The Master Servicer shall not waive any Prepayment
         Charge or part of a Prepayment Charge unless, (i) the enforceability
         thereof shall have been limited by bankruptcy, insolvency, moratorium,
         receivership and other similar laws relating to creditors' rights
         generally or (ii) the collectability thereof shall have been limited
         due to acceleration in connection with a foreclosure or other
         involuntary payment or otherwise limited or prohibited by applicable
         law or (iii) in the Master Servicer's reasonable judgment as described
         in Section 3.01 hereof, (x) such waiver relates to a default or a
         reasonably foreseeable default, (y) such waiver would maximize recovery
         of total proceeds taking into account the value of such Prepayment
         Charge and related Mortgage Loan and (z) doing so is standard and
         customary in servicing similar Mortgage Loans (including any waiver of
         a Prepayment Charge in connection with a refinancing of a Mortgage Loan
         that is related to a default or a reasonably foreseeable default). In
         no event shall the Master Servicer waive a Prepayment Charge in



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<PAGE>

         connection with a refinancing of a Mortgage Loan that is not related to
         a default or a reasonably foreseeable default; and

                  (ix) 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.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to a Custodian, as the case may be, and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
the Master Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the NIMS Insurer and the Trustee. Subject to Section 7.01, the
obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches
(or in the case of the representations, warranties and covenants set forth in
Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such
breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against
the Master Servicer available to the Certificateholders, the Depositor or the
Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section 2.05. The
preceding sentence shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders, pursuant to the Mortgage Loan Purchase Agreement
signed by the Master Servicer in its capacity as Seller, respecting a breach of
the representations, warranties and covenants of the Master Servicer in its
capacity as Seller.

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

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



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<PAGE>

                  (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 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) for
the benefit of the Holders of the REMIC II Regular Interests 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 Regular Certificates 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, constitute the entire beneficial
ownership interest in REMIC III.

                  SECTION 2.08. Issuance of Class R Certificates.

                  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
or the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Class R Certificates in authorized denominations. The
interests evidenced by the Class R Certificates, together with the REMIC I
Regular Interests and the REMIC III Certificates, constitute the entire
beneficial ownership interest in REMIC I, the REMIC II Regular Interests REMIC
II and REMIC III.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Master Servicer to Act as Master Servicer.



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<PAGE>

                  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").

                  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 and the Trustee, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of forbearance, or
of modification and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties, (ii) to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure to convert the ownership of
such properties, and to hold or cause to be held title to such properties, in
the name of the Trust Fund, on behalf of the Trustee and the Certificateholders,
(iii) to market, sell and transfer title of REO Properties held in the name of
the Trust Fund to third party purchasers upon terms and conditions the 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



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name of the Trustee for the benefit of the Trust) and expressly confirms that
this paragraph along with the face page and a copy of the signature page (duly
executed) to this Agreement shall constitute the power of attorney for
evidentiary and/or recording purposes. The Trustee shall not be liable for the
actions of the Master Servicer or any Sub-Servicers 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 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,
including Section 2.03 and Section 2.05, 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



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taking into account the value of such Prepayment Charge and the related Mortgage
Loan; provided, that, any such determination shall be evidenced by an Officer's
Certificate of the Master Servicer.

                  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, or (ii) 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 (ii) 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 (ii) 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 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 Trustee
for deposit in the Distribution Account from its own funds the amount of any
such shortfall and shall indemnify and hold harmless the Trust Fund, the
Trustee, the Depositor and any successor master servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement.



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                  SECTION 3.03. [Reserved].

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

                  (a) COLLECTION ACCOUNT. On behalf of the Trust Fund, the
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
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 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;

                  (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);



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                  (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 2.03(b).

                  The foregoing requirements for deposit to the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of 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 and the Trustee.

                  (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.

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

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



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                  (g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION
ACCOUNT. On behalf of the Trust Fund, the Master Servicer shall deliver to the
Trustee in immediately available funds for deposit in the Distribution Account
by 1:00 p.m. (New York time) on the 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 2.03(b)(ii) (to the extent not related to
Principal Prepayments occurring after the related Prepayment Period) and (iii)
any amounts reimbursable to an Advancing Person pursuant to Section 3.23 and the
terms of the related Advance Facility.

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

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

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

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

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

                  (v) [reserved];

                  (vi) any amounts required to be paid by the 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

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

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

                  (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



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(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 Trustee and the Trustee shall be entitled to retain and withdraw such
interest from each such account on a daily basis.

                  Funds on deposit in the Net WAC Rate Reserve Carryover Account
may be invested in Permitted Investments in accordance with Section 3.06 subject
to any limitations set forth in Section 4.10 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 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 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. Patriot
Act, the Trustee shall obtain and verify certain information and documentation
from the owners of the accounts that the Trustee establishes pursuant to this
Agreement including, but not limited to, each account owner's name, address, and
other identifying information.

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

                  (a) COLLECTION ACCOUNT. The 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 Trustee for deposit in the Distribution
         Account the amounts required to be so remitted pursuant to Section
         3.04(g) or permitted to be so remitted pursuant to the last paragraph
         of Section 3.04(g);

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



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

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

                  (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(a) all amounts received thereon subsequent to the date of
         purchase or substitution, as the case may be;

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

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

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the 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 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.



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                  (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;

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

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

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

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



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

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

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

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

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

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

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

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

                  (b) All income in the nature of interest from the investment
of funds in the 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,



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and the REO Account 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
Trustee as compensation for the Trustee's services pursuant to this Agreement.
The Trustee 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 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 4.10 and any investment
earnings or interest paid shall accrue to the benefit of the party designated in
such section 4.10 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.

                  (f) The Trustee or its Affiliates are permitted to receive
compensation that could be deemed to be in the Trustee's economic self-interest
for (i) serving as investment adviser, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to certain of the Permitted
Investments, (ii) using Affiliates to effect transactions in certain Permitted
Investments and (iii) effecting transactions in certain Permitted Investments.
Such compensation shall not be considered an amount that is reimbursable or
payable pursuant to Section 3.05.

                  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



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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 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



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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 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 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 Trustee and the NIMS Insurer (upon reasonable request) with 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 shall by its terms not be cancelable without thirty days'
prior written notice to 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



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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 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"



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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 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 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.

                  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



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<PAGE>

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 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 NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the
Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by
the Trust Fund of such REO Property subsequent to three years after its
acquisition shall not result in the imposition on any Trust REMIC of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any
time 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



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any REO Property as are consistent with the manner in which the Master 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, neither the Master Servicer nor the Trustee shall knowingly:

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

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

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

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



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<PAGE>

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



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<PAGE>

                  (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.

                  (a)(i) The NIMS Insurer 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(a)(i), the Master Servicer shall be required to
continue to make Advances pursuant to Section 4.03. The NIMS Insurer shall not
use any procedure in selecting Mortgage Loans to be repurchased which is
materially adverse to the interests of the Certificateholders. The NIMS Insurer
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(a)(i) shall be accomplished by remittance to the Master
Servicer for deposit in the Collection Account of the amount of the Purchase
Price. The Trustee shall effectuate the conveyance of such delinquent Mortgage
Loan to the NIMS Insurer to the extent necessary, as requested, and the Trustee
shall promptly deliver all documentation to the NIMS Insurer.

                  (ii) During the first full calendar month (but excluding the
last Business Day thereof) following a Mortgage Loan or related REO Property
becoming 90 days or more delinquent, the Master Servicer shall have the option,
but not the obligation to purchase from the Trust Fund any such Mortgage Loan or
related REO Property that is then still 90 days or more delinquent, which the
Master Servicer determines in good faith shall otherwise become subject to
foreclosure proceedings (evidence of such determination to be delivered in
writing to the Trustee prior to purchase), at a price equal to the Purchase
Price. The Purchase Price for any Mortgage Loan or related REO Property



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purchased hereunder shall be deposited in the Collection Account, and the
Trustee, upon written certification of such deposit, shall release or cause to
be released to the Master Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the Master Servicer shall furnish and as shall be
necessary to vest in the Master Servicer title to any Mortgage Loan or related
REO Property released pursuant hereto.

                  (b) If with respect to any delinquent Mortgage Loan or related
REO Property, the option of the Master Servicer set forth in the preceding
paragraph shall have arisen but the Master Servicer shall have failed to
exercise such option on or before the Business Day preceding the last Business
Day of the calender month following the calender month during which such
Mortgage Loan or related REO Property first became 90 days or more delinquent,
then such option shall automatically expire; provided, however, that if any such
Mortgage Loan or related REO Property shall cease to be 90 days or more
delinquent but then subsequently shall again become 90 days or more delinquent,
then the Master Servicer shall be entitled to another repurchase option with
respect to such Mortgage Loan or REO Property as provided in the preceding
paragraph.

                  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 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 a



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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 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 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 Trustee (or the Custodian on behalf of the Trustee)
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



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<PAGE>

by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the
extent provided in Section 8.05, the fees and expenses of the Trustee) and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

                  SECTION 3.19. Statement as to Compliance.

                  The Master Servicer shall deliver to the Trustee, the NIMS
Insurer, the Depositor and each Rating Agency on or before March 15th of each
calendar year commencing in 2005, an Officers' Certificate, in a form similar to
Exhibit M attached hereto agreeable to the parties hereto, stating, as to each
signatory thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of performance under this Agreement has
been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the 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 Trustee to any Certificateholder and to
any Person identified to the Trustee as a prospective transferee of a
Certificate, upon the request and at the expense of the requesting party,
provided that such statement is delivered by the Master Servicer to the Trustee.

                  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 Trustee, the NIMS
Insurer and each Rating Agency. Copies of such statement shall be provided by
the Trustee to any Certificateholder upon request at the Master Servicer's
expense, provided that such statement is delivered by the Master Servicer to the
Trustee. In the event such firm of independent certified public accountants
requires the Trustee to agree to the procedures performed by such firm, the
Master Servicer shall direct the Trustee in writing to so agree; it being
understood and agreed that the Trustee shall deliver such letter of agreement in
conclusive reliance upon the direction of the Master Servicer, and the Trustee
has not made any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.



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<PAGE>


                  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
any Certificateholder or Certificate Owner, the Trustee, 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. [Reserved].

                  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 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 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



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<PAGE>

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 Trustee 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 Trustee 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 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.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01. Distributions.

                  (a)(1)(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:



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<PAGE>

                  WITH RESPECT TO THE GROUP I MORTGAGE LOANS

                  (i) first, to the Holders of REMIC I Regular Interests
         I-LT1SWAP1 through I- LT1SWAP69 in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates and second, to the Holders of REMIC I Regular Interest I-LT1 and
         REMIC I Regular Interest I-LTP, in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates;

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

                  (iii) on each Distribution Date, the remainder of the
         Available Funds for such Distribution Date after the distributions made
         pursuant to clause (i) and clause (ii) above, first, to the Holders of
         REMIC I Regular Interest I-LT1 until the Uncertificated Balance of such
         REMIC I Regular Interest is reduced to zero, and second, to the Holders
         of REMIC I Regular Interests I- LT1SWAP1 through I-LT1SWAP69,
         sequentially, until the Uncertificated Balance of each such REMIC I
         Regular Interest is reduced to zero; and

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

                  WITH RESPECT TO THE GROUP II MORTGAGE LOANS

                  (i) first, to the Holders of REMIC I Regular Interests
         I-LT2SWAP1 through I- LT2SWAP69 in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates and second, to the Holders of REMIC I Regular Interest I-LT2, in
         an amount equal to (A) the Uncertificated Interest for such
         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates;

                  (ii) on each Distribution Date, the remainder of the Available
         Funds for such Distribution Date after the distributions made pursuant
         to clause (i) and clause (ii) above, first, to the Holders of REMIC I
         Regular Interest I-LT2 until the Uncertificated Balance of such REMIC I
         Regular Interest is reduced to zero, and second, to the Holders of
         REMIC I Regular Interests I- LT2SWAP1 through I-LT2SWAP69,
         sequentially, until the Uncertificated Balance of each such REMIC I
         Regular Interest is reduced to zero; and

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

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period will 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.



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<PAGE>

         (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-I Interest), as the case may be:

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

         (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) 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:

                  (i) first, (a) to the Holders of REMIC II Regular Interest
II-LT-1SWAP and REMIC II Regular Interest II-LT-2SWAP, in an amount equal to (A)
the Uncertificated Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates, then, (b) to the Holders of REMIC II Regular
Interest I-LTAA, REMIC Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2, 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-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 will be payable to the Holders of REMIC Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2, 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 and REMIC II Regular Interest II-LTM9 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;

                  (ii) 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 and REMIC II Regular Interest II-LTXX, pro rata,
in an amount equal to (A) the Uncertificated Interest



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<PAGE>

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

                  (iii) 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, first, to the Holders of REMIC
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, 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 and REMIC II Regular Interest II-LTM9, 1.00% of 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-II 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

                  (iv) 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



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<PAGE>

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 Trustee 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 Group I Certificates, the Senior
         Interest Distribution Amount related to such Certificates; and

                  (ii) to the Holders the Group II Certificates, the Senior
         Interest Distribution Amount related to such Certificates, to the
         extent remaining undistributed after the distribution of the Group II
         Interest Remittance Amount, as set forth in Section 4.01(a)(2)(II)(i)
         below.

                  (II) On each Distribution Date, the Trustee 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 the Group II Certificates, the Senior
         Interest Distribution Amount related to such Certificates; and

                  (ii) to the Holders of the Group I Certificates, the Senior
         Interest Distribution Amount related to such Certificates, to the
         extent remaining undistributed after the distribution of the Group I
         Interest Remittance Amount, as set forth in Section 4.01(a)(2)(I)(i)
         above.

                  (III) On each Distribution Date, following the distributions
of interest set forth in Sections 4.01(a)(I) and (II), the sum of the Group I
Interest Remittance Amount and the Group II Interest Remittance Amount remaining
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 and Class M-9 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, until the
         Certificate Principal Balance of such Class has been reduced to zero;
         and

                  (ii) to the holders of the Group II Certificates, after taking
         into account the distribution of the Group II Principal Distribution
         Amount already distributed, as set forth in Section 4.01(a)(3)(II)
         below, until the Certificate Principal Balance of such Class has been
         reduced to zero.



                                      105
<PAGE>

                  (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, until the
         Certificate Principal Balance of such Class has been reduced to zero;
         and

                  (ii) to the Holders of the Group I Certificates, after taking
         into account the distribution of the Group I Principal Distribution
         Amount already distributed, as set forth in Section 4.01(a)(3)(I)
         above, until the Certificate Principal Balance of such Class has 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, distributions in respect of
principal to the extent of the sum of the Group I Principal Distribution Amount
and the Group II Principal Distribution Amount remaining undistributed for such
Distribution Date will be made 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 and Class M-9
Certificates, in that order, until the Certificate Principal Balance of each
such Class has been reduced to zero.

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

                  (i) to the Holders of the Group I Certificates, the Senior
         Group I Principal Distribution Amount, until the Certificate Principal
         Balance thereof has been reduced to zero; and

                  (ii) to the Holders of the Group II Certificates, after taking
         into account the distribution of the Group II Principal Distribution
         Amount, as set forth in Sections 4.01(a)(3)(V) below, up to an amount
         equal to the Senior Group II Principal Distribution Amount remaining
         undistributed, 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 II Principal
Distribution Amount shall be distributed in the following order of priority:

                  (i) to the Holders of the Group II Certificates, the Senior
         Group II Principal Distribution Amount, until the Certificate Principal
         Balance thereof has been reduced to zero; and

                  (ii) to the Holders of the Group I Certificates, after taking
         into account the distribution of the Group I Principal Distribution
         Amount, as set forth in Sections 4.01(a)(3)(IV) above, up to an amount
         equal to the Senior Group I Principal Distribution Amount remaining
         undistributed, until the Certificate Principal Balance of such Class
         has been reduced to zero.



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                  (VI) 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 and the Group II Principal Distribution Amount
remaining undistributed for such Distribution Date shall be distributed in the
following order of priority:

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

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

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

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

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

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

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

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

                  (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.

                  (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 or the Group II 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 Class M-1, Class M-2, Class
                  M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
                  Class M-9 Certificates, in that order, in each case up to the
                  Interest Carry Forward Amount related to each such Class of
                  Certificates for such Distribution Date;



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                           (III) 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 and
                  Class M-9 Certificates, in that order, in each case up to the
                  related Allocated Realized Loss Amount related to each such
                  Class of Certificates for such Distribution Date;

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

                           (V) to the Holders of the Class CE Certificates the
                  related Interest Distribution Amount for such Distribution
                  Date and the Overcollateralization Reduction Amount for such
                  Distribution Date; and

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

                  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
will not be entitled to any distribution in respect of interest on the amount of
such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

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

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



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         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 and Class M-9 Certificates, in
that order, the related Net WAC Rate Carryover Amount.

                  On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the 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
Trustee shall distribute such amounts to the Holders of the Class P
Certificates. Such distributions shall not be applied to reduce the Certificate
Principal Balance of the Class P Certificates.

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

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the 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 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) On each Distribution Date, after making the distributions
of the Available Funds, Net Monthly Excess Cashflow and amounts on deposit in
the Net WAC Rate Carryover Reserve Account as set forth above, the Trustee shall
distribute the amount on deposit in the Swap Account as follows:



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<PAGE>

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

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

         THIRD, concurrently, to the Class A Certificates, the related Senior
Interest Distribution Amount remaining undistributed after the distributions of
the Group I Interest Remittance Amount and the Group II Interest Remittance
Amount, on a pro rata basis based on such respective remaining Senior Interest
Distribution Amount,

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

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

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

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

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

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

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



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<PAGE>

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

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

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust by the Trustee and credited to the account of the
appropriate non- tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(e) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the 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 Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(e).

                  (g) Notwithstanding anything to the contrary herein, (i) in no
event shall the Certificate Principal Balance of a Class A Certificate or a
Mezzanine Certificate be reduced more than once in respect of any particular
amount both (a) allocated to such Certificate in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed to the Holder of such Certificate
in reduction of the Certificate Principal Balance thereof pursuant to this
Section 4.01 from Net Monthly Excess Cashflow and (ii) in no event shall the
Uncertificated Balance of a REMIC 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 Trustee shall prepare and make
available to each Holder of the Regular Certificates, the Swap Provider and the
NIMS Insurer, a statement as to the distributions made on such Distribution Date
setting forth:

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



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<PAGE>


         (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;

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

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

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

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

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

         (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;



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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         (xxv) whether a Trigger Event is in effect;

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



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<PAGE>

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

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

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

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

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

                  The Trustee shall, upon written request, furnish to each
Certificateholder, Certificate Owner and the NIMS Insurer, during the term of
this Agreement, such periodic, special, or other reports or information, whether
or not provided for herein, as shall be reasonable with respect to the
Certificateholder, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder or Certificate Owner in accordance with such reasonable and
explicit instructions and directions as the Certificateholder or Certificate




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<PAGE>

Owner may provide. For purposes of this Section 4.02, the Trustee's duties are
limited to the extent that the Trustee receives timely reports as required from
the Master Servicer.

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

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

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

                  Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trustee, Ameriquest Mortgage Company, the
NIMS Insurer and the Depositor 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 Trustee to any Certificateholder and to any Person identified to
the Trustee 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 Trustee.

                  (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



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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 Trustee for deposit in the Distribution Account an amount equal to the
aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans and REO Properties for the related Distribution Date either (i) from its
own funds or (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 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 a
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 Trustee shall
provide notice to the Master Servicer, 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 Trustee
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 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 Trustee and the NIMS Insurer.

                  (e) The Master Servicer shall deliver to the Trustee 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



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

                  SECTION 4.04. Allocation of Realized Losses.

                  (a) On or before each Determination Date, the 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 an Officers' Certificate delivered to the Trustee 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 Realized Loss was incurred, and (y) in the case of
all other Realized Losses, the Prepayment Period during which any such Realized
Loss was incurred.

                  (b) All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: first, in
reduction of interest accrued on and otherwise distributable to the Class CE
Certificates to the extent of Net Monthly Excess Cashflow used to pay principal
on the Class A Certificates and Class M Certificates under clause (i) under
Section 4.01 hereof; second, in reduction of interest accrued on and otherwise
distributable to the Class CE Certificates to the extent of Net Monthly Excess
Cashflow available for distribution pursuant to clauses (II) through (VI) of
Section 4.01(a)(4) hereof; and third, in reduction of the Certificate Principal
Balance of the Class CE Certificates (determined after taking into account all
distributions made on the Certificates on such Distribution Date), until the
Certificate Principal Balance thereof has been reduced to zero. If on any
Distribution Date, after all distributions are made by the Trustee pursuant to
Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P certificates exceeds
the sum of the Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after taking into account prepayments during the
related Prepayment Period), the amount of such excess shall be allocated first,
to the Class M-9 Certificates, until the Certificate Principal Balance of such
Class has been reduced to zero; second, to the Class M-8 Certificates, until the
Certificate Principal Balance of such Class has been reduced to zero; third, to
the Class M-7 Certificates, until the Certificate Principal Balance of such
Class has been reduced to zero; fourth, to the Class M-6 Certificates, until the
Certificate Principal Balances thereof has been reduced to zero; fifth, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-2 Certificates, until the Certificate Principal
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to zero; and ninth, 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 Certificate 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.

         (c) All Realized Losses on the Group I Mortgage Loans shall be
allocated by the Trustee on each Distribution Date, to the Uncertificated
Balance of REMIC I Regular Interest I-LT1, until the Uncertificated Balance of
REMIC I Regular Interest I-LT1 has been reduced to zero.

                  All Realized Losses on the Group II Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the Uncertificated Balance
of REMIC I Regular Interest I-LT2, until the Uncertificated Balance of REMIC I
Regular Interest I-LT2 has been reduced to zero.

         (d)(i) The REMIC II Marker Percentage of all Realized Losses on the
Mortgage Loans shall be allocated by the Trustee on each Distribution Date to
the following REMIC II Regular Interests in the specified percentages, as
follows: first, to Uncertificated Interest payable to the REMIC II Regular
Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
equal to the REMIC III 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 III 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-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; fourth, 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; fifth, 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, respectively, until the
Uncertificated Balances of REMIC II Regular Interest II-LTM7 have been reduced
to zero; sixth, 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 Balances of
REMIC II Regular Interest II-LTM6 have been reduced to zero; seventh, 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




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Uncertificated Balance of REMIC II Regular Interest II-LTM5 has been reduced to
zero; eighth, 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; ninth, 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; tenth, 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
eleventh, to the Uncertificated Balances of REMIC II Regular Interest II-LTAA,
REMIC II Regular Interest II-LTM1 and REMIC II Regular Interest II-LTZZ, 98%, 1%
and 1%, respectively, until the Uncertificated Balance of REMIC II Regular
Interest II-LTM1 has been reduced to zero.

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

                  SECTION 4.06. Commission Reporting.

                  (a) The Trustee shall reasonably cooperate with the Depositor
in connection with the Trust's satisfying the reporting requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee
shall prepare on behalf of the Trust any Forms 8-K and 10-K (or other comparable
required form containing the same or comparable information or other information
mutually agreed upon) customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Commission thereunder, and the
Depositor shall sign (or shall cause another entity acceptable to the Commission
to sign) and the Trustee shall file (via the Commission's Electronic Data
Gathering and Retrieval System) such forms on behalf of the Depositor



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(or such other entity). The Depositor hereby grants to the Trustee a limited
power of attorney to execute any Form 8-K and file each such document on behalf
of the Depositor. Such power of attorney shall continue until the earlier of (i)
receipt by the Trustee from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust. Notwithstanding anything
herein to the contrary, the Depositor, and not the Trustee, shall be responsible
for executing each Form 10-K filed on behalf of the Trust.

                  (b) Each Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Commission
staff's interpretations. Such Form 10-K shall include as exhibits the 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 Trustee. If they are not so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee. The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee's
inability or failure to obtain any information not resulting from its own
negligence or willful misconduct. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit J-1 (the "Certification"),
which shall be signed by the senior officer of the Depositor in charge of
securitization.

                  (c) In addition, (x) the Trustee shall sign a certification
(in the form attached hereto as Exhibit J-2) for the benefit of the Depositor
and its officers, directors and Affiliates regarding certain aspects of items 1
through 3 of the Certification (the "Trustee's Certification") (provided,
however, that the Trustee shall not undertake an analysis of the accountant's
report attached as an exhibit to the Form 10-K) and (y) the Master Servicer
shall sign a certification (in the form attached hereto as Exhibit J-3) for the
benefit of the Depositor, the Trustee and their officers, directors and
Affiliates regarding certain aspects of the Certification (the "Master Servicer
Certification"). The Master Servicer Certification shall be delivered to the
Depositor and the Trustee no later than March 15th of each year (or if such day
is not a Business Day, the immediately preceding Business Day). The Trustee's
Certification shall be delivered to the Depositor by no later than March 18th of
each year (or if such day is not a Business Day, the immediately preceding
Business Day) and the Depositor shall deliver the Certification to the Trustee
for filing no later than March 20th of each year (or if such day is not a
Business Day, the immediately preceding Business Day).

                  In addition, the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 4.06 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Depositor's obligations under this Section 4.06 or the Depositor's negligence,
bad faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor or the Trustee, as applicable, then the other party, in connection
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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 Trustee on the other.

                  (d) Upon any filing with the Commission, the Trustee shall
promptly deliver to the Depositor a copy of any executed report, statement or
information.

                  (e) Prior to January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

                  (f) To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.06 comply with the reporting requirements under
the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate
to amend the provisions of this Section 4.06 (in accordance with Section 11.01)
in order to comply with such amended reporting requirements and such amendment
of this Section 4.06. Any such amendment may result in the reduction of the
reports filed by the Depositor under the Exchange Act. Notwithstanding the
foregoing, the Trustee shall not be obligated to enter into any amendment
pursuant to this Section that adversely affects its obligations and immunities
under this Agreement.

                  SECTION 4.07. [Reserved].

                  SECTION 4.08. [Reserved].

                  SECTION 4.09. Swap Account

                  (a) No later than the Closing Date, the Trustee shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Swap Account, Wells Fargo Bank, N.A., as
Trustee, in trust for the Swap Provider and the registered holders of Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-WCW1."
Such account shall be an Eligible Account and amounts therein shall be held
uninvested.

                  (b) On each Distribution Date, prior to any distribution to
any Certificate, the Trustee shall deposit into the Swap Account pursuant to
3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment
owed to the Swap Provider from funds collected and received with respect to the
Mortgage Loans prior to the determination of Available Funds and (ii) amounts
received by the Trustee from the Swap Administrator pursuant to the swap
administration agreement, dated as of the Closing Date, among the Wells Fargo
Bank, N.A. in its capacity as Trustee, Wells Fargo Bank, N.A. in its capacity as
Swap Administrator and Ameriquest Mortgage Company (the "Swap Administration
Agreement").

                  SECTION 4.10 Net WAC Rate Carryover Reserve Account.

                  (a) No later than the Closing Date, the Trustee shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Net WAC Rate Carryover Reserve Account, Wells
Fargo Bank, N.A., as Trustee, in trust for the registered holders of Park Place




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Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-WCW1." On
the Closing Date, the Depositor shall deposit, or cause to be deposited, into
the Net WAC Rate Carryover Reserve Account $1,000.

                  (b) On each Distribution Date as to which there is a Net WAC
Rate Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore shall, deposit into the Net WAC Rate Carryover Reserve Account
the amount of such Net WAC Rate Carryover Amount, rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the Mezzanine Certificates, and shall distribute such amounts
to the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts and priorities set forth in Section 4.01(b). If no Net WAC Rate
Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit
into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE
Certificateholders, from amounts otherwise distributable to the Class CE
Certificateholders, an amount such that when added to other amounts already on
deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on
deposit therein is equal to $1,000.

                  (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 the initial deposit therein of $1,000)
shall be treated as amounts distributed by REMIC II 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 Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

                  (e) At the written direction of the Holders of a majority in
Percentage Interest in the Class CE Certificates, the Trustee shall direct any
depository institution maintaining the Net WAC Rate Carryover Reserve Account to
invest the funds in such account in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment. If no investment direction of the
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Percentage Interest in the Class CE Certificates with respect to the Net WAC
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall
invest the funds pursuant to clause (vi) of the definition of Permitted
Investments. Interest earned on such investment shall be deposited into the Net
WAC Rate Carryover Reserve Account.

                  (f) For federal tax return and information reporting, the
right of the Holders of the Mezzanine Certificates to receive payments from the
Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover
Amount may be obtained from the Trustee upon request. Such information will be
provided to the Trustee by the Underwriter on or prior to the Closing Date.


                                    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-14. 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 and
delivered by the Trustee and the Trustee shall cause the Certificates to be
authenticated by the Certificate Registrar to or upon the order of the
Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Trustee by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
there appears on such Certificate a certificate of authentication substantially
in the form provided herein executed by the Certificate Registrar by manual
signature, and such certificate of authentication shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

                  (b) The Class A Certificates and the Mezzanine Certificates
shall initially be issued as one or more Certificates held by the Book-Entry
Custodian or, if appointed to hold such Certificates as provided below, the
Depository and registered in the name of the Depository or its nominee and,
except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their



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respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures. The Trustee is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it 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 (if the Trustee is
not the Book-Entry Custodian) and any other transfer agent (including the
Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book- Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, if it so elects, the
Depository shall immediately succeed to its predecessor's duties as Book-Entry
Custodian. The Depositor shall have the right to inspect, and to obtain copies
of, any Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.

                  The Trustee, the 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 Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

                  If (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a 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 Trustee
through the Depository, in writing, that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Book-Entry Custodian or the
Depository, as applicable, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue the Definitive
Certificates. Such Definitive Certificates shall be issued in minimum
denominations of $25,000 ($50,000 in the case of the Class M-9 Certificates),
except that any beneficial ownership that was represented by a Book-



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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 or the Trustee shall be liable for any delay in
the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Trustee, to the extent applicable with respect to such Definitive
Certificates, and the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.

                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Trustee shall cause to be kept at one of the offices
or agencies to be appointed by the Trustee, in accordance with the provisions of
Section 8.12, a Certificate Register for the Certificates in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee shall initially serve as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar may appoint, by a
written instrument delivered to the 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 Trustee shall
at any time not be the Certificate Registrar, the Trustee shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.

                  (b) No transfer of any Class M-9 Certificate, Class CE
Certificate, Class P Certificate or Residual Certificate 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 Class M-9 Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate is to be made without registration
or qualification (other than in connection with the initial transfer of any such
Certificate by the Depositor to an affiliate of the Depositor), the Trustee and
the Certificate Registrar shall each require receipt of: (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Certificateholder desiring to effect the transfer and
from such Certificateholder's prospective transferee, substantially in the forms
attached hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of
Counsel satisfactory to it that such transfer may be made without such
registration (which Opinion of Counsel shall not be an expense of the Depositor,
the Trustee, the 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 or the Trustee is obligated to register or
qualify the Class M-9 Certificates, the Class CE Certificates, the Class P
Certificates or the Residual Certificates under the 1933 Act or any other
securities laws or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration or
qualification. If a transfer of an Ownership Interest in the Class M-9
Certificates is to be made without registration under the



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1933 Act (other than in connection with the initial issuance thereof or a
transfer thereof by the Depositor or one of its Affiliates), 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 will 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 Class M-9 Certificate, Class CE Certificate, Class P Certificate or
Residual Certificate shall, and does hereby agree 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.

                  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 Class R Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

                  (c) No transfer of a Certificate or any interest therein shall
be made to any Plan, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificate with "Plan Assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss. 2510.3-101 ("Plan Assets"), as certified by such transferee in the
form of Exhibit G, unless the Trustee is provided with an Opinion of Counsel for
the benefit of the Depositor, the Trustee, the Trust Fund and the Master
Servicer and on which they may rely, to the effect that the purchase and holding
of such Certificate 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 Trustee
or the Trust Fund to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Master Servicer, the Trustee or the Trust Fund. Neither an
Opinion of Counsel nor any certification shall be required in connection with
the initial transfer of any such Certificate by the Depositor to an affiliate of
the Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets) and the Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor. If any Certificate or any interest therein is
acquired or held in violation of the provisions of this Section 5.02(c), 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 this Section 5.02(c) shall indemnify and hold harmless the
Depositor, the Master Servicer, the Trustee 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




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Registrar or its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of Transfer and to do
all other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
         a Residual Certificate shall be a Permitted Transferee and shall
         promptly notify the Certificate Registrar of any change or impending
         change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
         Interest in a Residual Certificate, the Certificate Registrar shall
         require delivery to it and shall not register the Transfer of any
         Residual Certificate until its receipt of an affidavit and agreement (a
         "Transfer Affidavit and Agreement"), in the form attached hereto as
         Exhibit F-2 from the proposed Transferee, in form and substance
         satisfactory to the Certificate Registrar, representing and warranting,
         among other things, that such Transferee is a Permitted Transferee,
         that it is not acquiring its Ownership Interest in the Residual
         Certificate that is the subject of the proposed Transfer as a nominee,
         trustee or agent for any Person that is not a Permitted Transferee,
         that for so long as it retains its Ownership Interest in a Residual
         Certificate, it shall endeavor to remain a Permitted Transferee, and
         that it has reviewed the provisions of this Section 5.02(d) and agrees
         to be bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
         Agreement by a proposed Transferee under clause (B) above, if a
         Responsible Officer of the Certificate Registrar who is assigned to
         this transaction has actual knowledge that the proposed Transferee is
         not a Permitted Transferee, no Transfer of an Ownership Interest in a
         Residual Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
         a Residual Certificate shall agree (x) to require a Transfer Affidavit
         and Agreement from any other Person to whom such Person attempts to
         transfer its Ownership Interest in a Residual Certificate and (y) not
         to transfer its Ownership Interest unless it provides a Transferor
         Affidavit (in the form attached hereto as Exhibit F-2) to the
         Certificate Registrar stating that, among other things, it has no
         actual knowledge that such other Person is not a Permitted Transferee.

                  (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



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have received a representation letter from the Transferee of such Certificate to
the effect that such Transferee is a Permitted Transferee.

                  (iii)(A) If any purported Transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights as holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. The Certificate
Registrar shall be under no liability to any Person for any registration of
Transfer of a Residual Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to the holder thereof
or for taking any other action with respect to such holder under the provisions
of this Agreement.

                  (B) If any purported Transferee shall become a holder of a
         Residual Certificate in violation of the restrictions in this Section
         5.02(d) and to the extent that the retroactive restoration of the
         rights of the holder of such Residual Certificate as described in
         clause (iii)(A) above shall be invalid, illegal or unenforceable, then
         the Certificate Registrar shall have the right, without notice to the
         holder or any prior holder of such Residual Certificate, to sell such
         Residual Certificate to a purchaser selected by the Certificate
         Registrar on such terms as the Certificate Registrar may choose. Such
         purported Transferee shall promptly endorse and deliver each Residual
         Certificate in accordance with the instructions of the Certificate
         Registrar. Such purchaser may be the Certificate Registrar itself or
         any Affiliate of the Certificate Registrar. The proceeds of such sale,
         net of the commissions (which may include commissions payable to the
         Certificate Registrar or its Affiliates), expenses and taxes due, if
         any, shall be remitted by the Certificate Registrar to such purported
         Transferee. The terms and conditions of any sale under this clause
         (iii)(B) shall be determined in the sole discretion of the Certificate
         Registrar, and the Certificate Registrar shall not be liable to any
         Person having an Ownership Interest in a Residual Certificate as a
         result of its exercise of such discretion.

                  (iv) The Trustee shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is a Disqualified
Organization, including the information described in Treasury regulations
sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
inclusions" of such Residual Certificate and (B) as a result of any regulated
investment company, real estate 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 among its
record holders at any time any Person which is a Disqualified Organization.
Reasonable compensation for providing such information may be accepted by the
Trustee.

                  (v) The provisions of this Section 5.02(d) set forth prior to
this subsection (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee at the expense of the party seeking to
modify, add to or eliminate any such provision the following:

                  (A) written notification from each Rating Agency to the effect
         that the modification, addition to or elimination of such provisions
         shall not cause such Rating Agency to downgrade its then-current
         ratings of any Class of Certificates; and



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                  (B) an Opinion of Counsel, in form and substance satisfactory
         to the Trustee, to the effect that such modification of, addition to or
         elimination of such provisions shall not cause any Trust REMIC to cease
         to qualify as a REMIC and shall not cause any Trust REMIC, as the case
         may be, to be subject to an entity-level tax caused by the Transfer of
         any Residual Certificate to a Person that is not a Permitted Transferee
         or (y) a Person other than the prospective transferee to be subject to
         a REMIC-tax caused by the Transfer of a Residual Certificate to a
         Person that is not a Permitted Transferee.

                  The Trustee shall forward to the NIMS Insurer a copy of the
items delivered to it pursuant to (A) and (B) above.

                  (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in the
name of the designated Transferee or Transferees, one or more new Certificates
of the same Class of a like aggregate Percentage Interest.

                  (f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and cause the Certificate
Registrar to authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee) be duly endorsed by, or be accompanied by a written instrument of
transfer in the form satisfactory to the Trustee and the Certificate Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
In addition, (i) with respect to each Class R Certificate, the Holder thereof
may exchange, in the manner described above, the Class R Certificate for two
separate Certificates, each representing such Holder's respective Percentage
Interest in the Class R-I Interest and the Class R-II 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-III Interest and the Class R-IV Interest, respectively, in each case
that was evidenced by the Class R-X Certificate being exchanged.

                  (g) No service charge to the Certificateholders shall be made
for any transfer or exchange of Certificates, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

                  (h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Certificate Registrar in accordance with
its customary procedures.

                  (i) The Trustee shall cause the Certificate Registrar (unless
the Trustee is acting as Certificate Registrar) to provide notice to the Trustee
of each transfer of a Certificate and to provide the Trustee with an updated
copy of the Certificate Register on the first Business Day in March and August
of each year, commencing in August 2004.



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                  (j) Any attempted or purported transfer of any Certificate in
violation of the provisions of Section 5.02(c) hereof shall be void ab initio
and such Certificate shall be considered to have been held continuously by the
prior permitted Holder.

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

                  If (i) any mutilated Certificate is surrendered to the Trustee
or the Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee, the NIMS Insurer and
the Certificate Registrar such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of actual knowledge by the
Trustee or the Certificate Registrar that such Certificate has been acquired by
a bona fide purchaser or the Trustee shall execute and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the applicable REMIC created
hereunder, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                  SECTION 5.04. Persons Deemed Owners.

                  The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, and none of the Depositor, the Master
Servicer, the Trustee, 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 Class M-9
Certificate, Class CE Certificate, Class P Certificate or Residual Certificate
to an Independent third party, the Depositor shall provide to the Trustee ten
copies of any private placement memorandum or other disclosure document used by
the Depositor in connection with the offer and sale of the Class M-9
Certificates, Class CE Certificates, the Class P Certificates or the Residual
Certificates. In addition, if any such private placement memorandum or
disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Trustee, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Trustee ten copies of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Trustee shall maintain at its Corporate Trust Office and shall
make available free of charge during normal business hours for review by any
Holder of a Certificate, Certificate Owner or any Person identified to the
Trustee as a prospective transferee of a Certificate, originals or copies of the
following items: (i) in the case of a Holder or prospective transferee of a
Class M-9 Certificate, a Class CE Certificate, a Class P Certificate or a
Residual Certificate, the private placement memorandum or other disclosure
document relating to such Certificate, if any, in the form most recently
provided to the Trustee; and (ii) in all



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cases, (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trustee since the Closing Date
pursuant to Section 10.01(h), (D) any and all Officers' Certificates delivered
to the Trustee by the 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
Trustee 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 Trustee 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 Certificates and the Mezzanine Certificates in effect
immediately prior to such merger or consolidation shall not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies).

                  SECTION 6.03. Limitation on Liability of the Depositor, the
                                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 hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance



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of duties or by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the NIMS Insurer, the Master Servicer or the Trustee
and any director, officer, employee or agent of the Depositor, the NIMS Insurer,
the Master Servicer or the Trustee may rely in good faith on any document of any
kind which, PRIMA FACIE, is properly executed and submitted by any Person
respecting any matters arising hereunder.

                  The Depositor, the NIMS Insurer, the 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, other than any loss, liability
or expense relating to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) or 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 NIMS Insurer and written confirmation from
each Rating Agency (which confirmation shall be furnished to the Depositor, the
NIMS Insurer and the Trustee) that such resignation shall not cause such Rating
Agency to reduce the then current rating of the Class A Certificates or the
Mezzanine Certificates. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the 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 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 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.



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<PAGE>

                  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 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 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 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 or
the Trust Fund, and in either case, the Depositor, the NIMS Insurer or the
Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the 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.

                  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
downgrading 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



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<PAGE>

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 relating to
insurance 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 Trustee 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.

                  (b) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement and
of the Seller under the Mortgage Loan Purchase Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub-Servicing Agreement, or to purchase a Mortgage Loan on account
of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). 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 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.
Enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be
effected by the Master Servicer to the extent it is not the Seller, and
otherwise by the Trustee, in accordance with the foregoing provisions of this
paragraph.




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                  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 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 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 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 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 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



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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, 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 Trustee
         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 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 the
         Certificates or 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
         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 and the Depositor, 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 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 Servicing 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 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, the




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Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Default unless a Responsible Officer of the Trustee assigned to and working in
the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice is received by the Trustee of any such event and such notice
references the Certificates, REMIC I or this Agreement.

                  The Trustee shall be entitled to be reimbursed by the 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 (with confirmation from the Rating
Agencies that such appointment shall not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates) and acceptable to the
NIMS Insurer (except for a court-appointed successor) 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, 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





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make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Master Servicer as
such hereunder. The Depositor, the Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Pending appointment of a successor to the 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 Trustee 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 Trustee 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), Section 3.05(a)(v) or Section 3.05(a)(vii),
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 that Ameriquest Mortgage Company shall immediately succeed
as successor Master Servicer if Countrywide Home Loans Servicing LP 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 Trustee shall give prompt written notice
thereof to Certificateholders and the NIMS Insurer at their respective addresses
appearing in the Certificate Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Master Servicer Event of Default or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to the NIMS Insurer and to all Holders
of



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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.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01. Duties of Trustee.

                  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. Any permissive right of the Trustee
enumerated in this Agreement shall not be construed as a duty.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its respective satisfaction, such dissatisfied party shall provide
notice thereof to the Certificateholders and the NIMS Insurer.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

                  (i) Prior to the occurrence of a 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



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         shall be read into this Agreement against the Trustee and, in the
         absence of bad faith on the part of the Trustee, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee that conform to the requirements of
         this Agreement;

                  (ii) The Trustee shall not be personally liable for an error
         of judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee unless it shall be proved that the Trustee was
         negligent in ascertaining the pertinent facts; and

                  (iii) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of the NIMS Insurer or the
         Holders of Certificates entitled to at least 25% of the Voting Rights
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee or exercising any trust or power
         conferred upon it, under this Agreement.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require it
to perform, or be responsible for the manner of performance of, any of the
obligations of the 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.

                  (a) Except as otherwise provided in Section 8.01:

                  (i) The Trustee may request and rely upon and shall be
         protected in acting or refraining from acting upon any resolution,
         Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (ii) The Trustee may consult with counsel and any Opinion of
         Counsel shall be full and complete authorization and protection in
         respect of any action taken or suffered or omitted by it hereunder in
         good faith and in accordance with such Opinion of Counsel;

                  (iii) The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to institute, conduct or defend any litigation hereunder or in relation
         hereto at the request, order or direction of any of the
         Certificateholders or the NIMS Insurer, pursuant to the provisions of
         this Agreement, unless such Certificateholders or the NIMS Insurer, as
         applicable, shall have offered to the Trustee security or indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee of the obligation, upon the
         occurrence of a 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



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         Agreement, and to use the same degree of care and skill in their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of such person's own affairs;

                  (iv) The Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (v) Prior to the occurrence of a 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 Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys; and

                  (vii) The Trustee shall not be personally liable for any loss
         resulting from the investment of funds held in the Collection Account,
         the Escrow Account or the REO Account made at the direction of the
         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, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.

                  (c) The Depositor hereby directs the Trustee to execute,
deliver and perform its obligations under the Interest Rate Swap Agreement and
the Swap Administration Agreement on the Closing Date and thereafter on behalf
of the Holders of the Class A Certificates, the Mezzanine Certificates and
Ameriquest Mortgage Company. The Seller, the Depositor, the Master Servicer and
the Holders of the Class A Certificates and the Mezzanine Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Interest Rate Swap
Agreement and the Swap Administration Agreement and shall do so solely in its
capacity as Trustee of the Trust Fund or as Swap Administrator, as the case may
be, and not in its individual capacity. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall apply to the Trustee's execution of the Interest Rate Swap
Agreement and the Swap Administration Agreement, and the performance of its
duties and satisfaction of its obligations thereunder.

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



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                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee, the authentication of the Certificate
Registrar on the Certificates, the acknowledgments of the Trustee contained in
Article II and the representations and warranties of the Trustee in Section
8.13) shall be taken as the statements of the Depositor and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement (other than as
specifically set forth with respect to such party in Section 8.13) or of the
Certificates (other than the signature of the Trustee and authentication of the
Certificate Registrar on the Certificates) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Master Servicer, other than, subject to Section 8.01,
any funds held by or on behalf of the Trustee in accordance with Section 3.04.

                  SECTION 8.04. Trustee May Own Certificates.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee.

                  SECTION 8.05. Trustee's Fees and Expenses.

                  (a) On each Distribution Date reinvestment earnings on funds
on deposit in the Distribution Account, which have been earned during the period
commencing on the related Master Servicer Remittance Date and ending on such
Distribution Date, shall be paid to the Trustee as compensation for its duties
and obligations under this Agreement and the Trustee shall withdraw from the
Distribution Account (but not from such reinvestment earnings) amounts required
to pay the Custodian the Custodian Fee or to reimburse the Custodian for
expenses, costs and liabilities incurred or reimbursable to it, as such
Custodian Fee and expenses (listed separately) are set forth in writing by the
Custodian to the Trustee by the related Determination Date pursuant to the
Custodial Agreement. The Trustee, or any director, officer, employee or agent of
the Trustee shall be indemnified by REMIC I and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee arising out of or in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from a breach of the 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 pursuant to Section 10.01(c) or (iii) any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of its duties hereunder or by reason of
reckless disregard of its obligations and duties hereunder or as a result of a
breach of its obligations under Article X hereof. Any amounts payable to the
Trustee, or any director, officer, employee or agent of the Trustee in respect
of the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee, or any director,
officer, employee or agent of the Trustee may have hereunder in its capacity as
such, may be withdrawn by the Trustee from the Distribution Account at any time.



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                  (b) The Master Servicer agrees to indemnify the Trustee 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. Any payment hereunder made by the
Master Servicer to the Trustee shall be from the Master Servicer's own funds,
without reimbursement from the Trust Fund therefor.

                  (c) The Master Servicer shall pay any annual rating agency
fees of the Rating Agencies for ongoing surveillance from its own funds without
right of reimbursement.

                  SECTION 8.06. Eligibility Requirements for Trustee.

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

                  SECTION 8.07. Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Master Servicer and the Certificateholders. Upon receiving such
notice of resignation of the Trustee, the Depositor shall promptly appoint a
successor trustee acceptable to the NIMS Insurer by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee and the Master Servicer by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the NIMS Insurer, or if at any time
the Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its respective property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the NIMS Insurer may remove
the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by
written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor trustee. A copy of such instrument shall
be delivered to the Certificateholders and the Master Servicer by the Depositor.



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                  The Holders of Certificates entitled to at least 51% of the
Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its
obligations hereunder) may at any time remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

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

                  SECTION 8.08. Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder (other than any Mortgage Files at the time held by
a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

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

                  Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

                  SECTION 8.09. Merger or Consolidation of Trustee.

                  Any corporation or association into which the Trustee may be
merged or converted or with which it may be consolidated or any corporation or
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or association succeeding to the
business of the Trustee shall be the successor of the Trustee hereunder,
provided such corporation or association shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



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

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
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 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 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.



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                  The Trustee may, with the consent of the Depositor and the
Master Servicer appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement.
The appointment of any Custodian may at any time be terminated and a substitute
Custodian appointed therefor upon the reasonable request of the Master Servicer
to the Trustee, the consent to which shall not be unreasonably withheld. The
Trustee on behalf of the Trust Fund shall pay any and all fees and expenses of
the Custodian in accordance with Section 8.05 hereof and the Custodial
Agreement. The Trustee initially appoints the Custodian as Custodian, and the
Depositor and the Master Servicer consent to such appointment. Subject to
Article VIII hereof, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders having an interest in any
Mortgage File held by such Custodian. Each Custodian shall be a depository
institution or trust company subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $10,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File. Each Custodial Agreement may be amended only as provided in
Section 11.01. In no event shall the appointment of any Custodian pursuant to a
Custodial Agreement diminish the obligations of the Trustee hereunder.

                  SECTION 8.12. Appointment of Office or Agency.

                  The Trustee shall designate an office or agency where the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution, and where notices and demands to or upon the
Trustee in respect of the Certificates and this Agreement may be delivered. As
of the Closing Date, the Trustee designates its Corporate Trust Office in
Minneapolis, Minnesota.

                  SECTION 8.13. Representations and Warranties of the Trustee.

                  The Trustee hereby represents and warrants, to the Master
Servicer and the Depositor, as of the Closing Date, that:

                  (i) It is a national banking association duly organized,
         validly existing and in good standing under the laws of the United
         States.

                  (ii) The execution and delivery of this Agreement by it, and
         the performance and compliance with the terms of this Agreement by it,
         shall not violate its charter or bylaws or constitute a default (or an
         event which, with notice or lapse of time, or both, would constitute a
         default) under, or result in the breach of, any material agreement or
         other instrument to which it is a party or which is applicable to it or
         any of its assets.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Agreement, has duly
         authorized the execution, delivery and performance of this Agreement,
         and has duly executed and delivered this Agreement.

                  (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,




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         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.


                                   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 and
the Trustee (other than the obligations of the Master Servicer to the Trustee
pursuant to Section 8.05 and of the Master Servicer to provide for and the
Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC
II Regular Interests or the Classes of Certificates as hereinafter set forth)
shall terminate upon payment to the Certificateholders and the deposit of all
amounts held by or on behalf of the Trustee and required hereunder to be so paid
or deposited on the Distribution Date coinciding with or following the earlier
to occur of (i) the purchase by the Terminator (as defined below) of all
Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in
no event shall the trust created hereby continue beyond the 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, the Trustee and, if the Terminator is not the NIMS
Insurer, the NIMS Insurer, as of the close of business on the third Business Day
next preceding the date upon which notice of any such termination is furnished
to Certificateholders pursuant to the third paragraph



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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) 76% of the Holders 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (B) if the Terminator is the Master Servicer and is an affiliate of the
Seller, the Master Servicer shall have delivered to the Trustee and the NIMS
Insurer a written certification that the burdens of servicing the Mortgage Loans
and REO Properties remaining in REMIC I exceed the benefits of the Servicing
Fees that would be realized by the 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 Trustee by letter to Certificateholders mailed
(a) in the event such notice is given in connection with the purchase of the
Mortgage Loans and each REO Property by the Terminator, not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates or (b) otherwise during the month
of such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund shall
terminate and final payment in respect of the REMIC I Regular Interests, the
REMIC II Regular Interests and the Certificates shall be made upon presentation
and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests, the REMIC II Regular
Interests or the Certificates from and after the Interest Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Trustee. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I by the Terminator, the Terminator shall deliver to
the Trustee for deposit in the Distribution Account not later than the last
Business Day preceding the final Distribution Date on the Certificates an amount
in immediately available funds equal to the above-described purchase price. Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release or cause to be released to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.



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<PAGE>

                  (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates the
amount otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered. Any
funds not distributed to any Holder or Holders of Certificates being retired on
such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held in trust by
the Trustee and credited to the account of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant to
this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to remaining related
non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall pay to the 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 Trustee as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Certificates, the Trust Fund shall terminate.

                  SECTION 9.02 Additional Termination Requirements.

                  (a) In the event that the Terminator purchases all the
Mortgage Loans and each REO Property or the final payment on or other
liquidation of the last Mortgage Loan or REO Property remaining in REMIC I
pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements:

                  (i) The Trustee shall specify the first day in the 90-day
         liquidation period in a statement attached to each Trust REMIC's final
         Tax Return pursuant to Treasury regulation Section 1.860F- 1 and shall
         satisfy all requirements of a qualified liquidation under Section 860F
         of the Code and any regulations thereunder, as evidenced by an Opinion
         of Counsel obtained at the expense of the Terminator;

                  (ii) During such 90-day liquidation period, and at or prior to
         the time of making of the final payment on the Certificates, the
         Trustee shall sell all of the assets of REMIC I to the Terminator for
         cash; and

                  (iii) At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the Holders of the Residual Certificates
         all cash on hand in the Trust Fund (other than cash retained to meet
         claims), and the Trust Fund shall terminate at that time.



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<PAGE>

                  (b) At the expense of the applicable Terminator (or in the
event of termination under Section 9.01(a)(ii), at the expense of the Trustee),
the Trustee shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 9.02.

                  (c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trustee to specify the 90-day liquidation period
for each Trust REMIC which authorization shall be binding upon all successor
Certificateholders.



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                                    ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01. REMIC Administration.

                  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, 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.
 For the purposes of the REMIC election in respect of REMIC 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. The Class A Certificates, the Mezzanine Certificates, the Class SWAP-IO
Certificates, the Class CE Certificates and the Class P Certificates 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. The Trustee shall not
permit the creation of any "interests" in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II
Regular Interests and the interests represented by the Certificates.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

                  (c) The Trustee shall pay out of its own funds, without any
right of reimbursement, any and all expenses relating to any tax audit of the
Trust Fund caused by the Trustee (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel except as specified herein. The Trustee, as agent for each Trust REMIC's
tax matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The holder of
the largest Percentage Interest of each Class of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)- 1, as the tax
matters person of the related REMIC created hereunder. By their acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as
its agent to perform all of the duties of the tax matters person for the Trust
Fund.

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



                                      154
<PAGE>



                  (e) The Trustee shall perform on behalf of each Trust REMIC
all reporting and other tax compliance duties that are the responsibility of
such REMIC under the Code, the REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who shall
serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans, as
is in its possession and reasonably required by the Trustee to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trustee, within ten
(10) days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

                  (f) The Trustee shall take such action and shall cause each
REMIC created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee and the NIMS Insurer have
received an Opinion of Counsel, addressed to the Trustee (at the expense of the
party seeking to take such action but in no event at the expense of the Trustee)
to the effect that the contemplated action shall not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor shall
the Master Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee or 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
NIMS Insurer or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and
the Master Servicer shall not take any such action or cause any Trust REMIC to
take any such action as to which the Trustee or the NIMS Insurer has advised it
in writing that an Adverse REMIC Event could occur. The Trustee or the NIMS
Insurer may consult with counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event shall such cost be an expense of the Trustee. At
all times as may be required by the Code, the Master Servicer on behalf of the
Trustee shall ensure that substantially all of the assets of any Trust REMIC
shall consist of "qualified mortgages" as defined in Section 860G(a)(3) of the
Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.



                                      155
<PAGE>





                  (g) In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of such REMIC as defined
in Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the 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 Trustee shall deliver to the Master Servicer, the NIMS
Insurer and each Rating Agency a Certificate from a Responsible Officer of the
Trustee stating, without regard to any action taken by any party other than the
Trustee, the Trustee's compliance with this Article X.

                  (i) The Trustee shall, for federal income tax purposes,
maintain books and records with respect to each Trust REMIC on a calendar year
and on an accrual basis. The Trustee shall apply for an Employer Identification
Number for the Trust Fund from the Internal Revenue Service via a Form SS-4 or
such other form as is appropriate.

                  (j) Following the Startup Day, the Trustee shall not accept
any contributions of assets to any Trust REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund shall not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

                  (k) Neither the Trustee nor the 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 or the Trustee
shall sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of
REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), or acquire any assets for any Trust REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan), or
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, or accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Trustee and the NIMS Insurer (at the expense of the party
seeking to cause




                                      156
<PAGE>

such sale, disposition, substitution, acquisition or contribution but in no
event at the expense of the Trustee) that such sale, disposition, substitution,
acquisition or contribution shall not (a) affect adversely the status of any
Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

                  SECTION 10.03. Master Servicer and Trustee Indemnification.

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



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<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 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 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 and
the Trustee 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 Swap Provider or
Holders of any Class of Certificates (as evidenced by either (i) an Opinion of
Counsel delivered to the Trustee or (ii) written notice to the Depositor, the
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,
neither the Trustee nor the NIMS Insurer shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel satisfactory
to the NIMS Insurer to the effect that such amendment shall not result in the
imposition of any tax on any Trust REMIC pursuant to the 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 or the Trustee shall enter
into any amendment of this Agreement that



                                      158
<PAGE>

would significantly change the permitted activities of the Trust Fund without
the consent of the NIMS Insurer and the holders of Certificates that represent
more than 50% of the aggregate Certificate Principal Balance of all
Certificates.

                  Notwithstanding any of the other provisions of this Section
11.01, none of the Depositor, the Master Servicer or the Trustee shall enter
into any amendment to Section 4.09 or Section 11.10 of this Agreement without
the consent of the Swap Provider.

                  Promptly after the execution of any such amendment the Trustee
shall furnish a copy of such amendment to each Certificateholder.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee.

                  The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its respective rights, duties
and immunities under this Agreement or otherwise.

                  SECTION 11.02. Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the 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.



                                      159
<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 a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in the name of the Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

                  SECTION 11.04. Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws excluding the choice
of laws provisions therein.

                  SECTION 11.05. Notices.

                  All directions, demands, requests, authorizations and notices
hereunder shall be in writing and shall be deemed to have been duly given when
received if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic 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 and the Trustee in writing by the Depositor,
(b) in the case of the Master Servicer, Countrywide Home Loans Servicing LP, 400
Countrywide Way, Simi Valley, California 93065, telecopy number (805) 520-5623,
Attention: Mark Wong, or such other address or telecopy number as may hereafter
be furnished to the Trustee, the NIMS Insurer and the Depositor in writing by
the Master Servicer, (c) in the case of the Trustee, Wells Fargo Bank, N.A.,
P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager--Park Place
2004-WCW1, with a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Park Place Securities, Inc., Series
2004-WCW1 , or such other address or telecopy number as may hereafter be
furnished in writing by the Trustee,(d) in the case of



                                      160
<PAGE>

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 Trustee shall use its best efforts promptly to provide
notice to the Rating Agencies and the NIMS Insurer with respect to each of the
following of which it has actual knowledge:

                  1. Any material change or amendment to this Agreement;

                  2. The occurrence of any Master Servicer Event of Default that
         has not been cured or waived;

                  3. The resignation or termination of the Master Servicer or
         the Trustee;

                  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;

                  6. Any change in the location of the Collection Account or the
         Distribution Account;

                  7. Any event that would result in the inability of the
         Trustee, were it to succeed as 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 Trustee shall promptly furnish to each Rating
Agency and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Master Servicer, as required pursuant to
Section 3.19 and Section 3.20, shall promptly furnish to each Rating Agency
copies of the following:



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<PAGE>

                  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., 25 Broadway, New York,
New York 10004, 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 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.



                                      162
<PAGE>

                  SECTION 11.10 Third Party Rights.

                  The NIMS Insurer and the Swap Provider shall be deemed 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.



                                      163
<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Master Servicer 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:



                                      COUNTRYWIDE HOME LOANS
                                      SERVICING LP,
                                       as Master Servicer


                                      By:___________________________________
                                      Name:
                                      Title:


                                      WELLS FARGO BANK, N.A.,
                                       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 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
a _________________ of Countrywide Home Loans Servicing LP, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                           ____________________________________
                                                    Notary Public

[Notarial Seal]


<PAGE>



STATE OF MARYLAND           )
                            ) ss.:
COUNTY OF                   )



                  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>
                                   EXHIBIT A-1

                          FORM OF CLASS A-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").

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class A-1                              Aggregate Certificate Principal Balance of
                                                         the Class A-1 Certificates as of the
                                                         Issue Date:
Pass-Through Rate: Variable                              $ 594,414,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $ 594,414,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AM 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-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 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-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-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 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-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any


                                      A-1-2

<PAGE>



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 is 0.3700% on each
Distribution Date through and including the Optional Termination Date and
0.7400% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No 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.


                                      A-1-3

<PAGE>



                  The Depositor, the Master Servicer, the Trustee, the NIMs
Insurer and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.





                                      A-1-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-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-WCW1, Class A-2                              Aggregate Certificate Principal Balance of
                                                         the Class A-2 Certificates as of the
                                                         Issue Date:
Pass-Through Rate: Variable                              $ 594,413,000.00

Date of Pooling and Servicing Agreement                  Denomination: $ 594,413,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AA 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.









                                      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 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 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 Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any


                                      A-2-2

<PAGE>



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 is 0.3800% on each
Distribution Date through and including the Optional Termination Date and
0.7600% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No 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.


                                      A-2-3

<PAGE>



                  The Depositor, the Master Servicer, the Trustee, the NIMs
Insurer and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.










                                      A-2-4

<PAGE>


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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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").

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-1                              Aggregate Certificate Principal Balance of
                                                         the Class M-1 Certificates as of the
                                                         Issue Date:
Pass-Through Rate: Variable                              $ 103,308,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $ 103,308,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AB 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any


                                      A-3-2

<PAGE>



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 is 0.6300% each Distribution
Date through and including the Optional Termination Date and 0.9450% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                      A-3-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-3-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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 EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-2                              Aggregate Certificate Principal Balance of
                                                         the Class M-2 Certificates as of the
                                                         Issue Date:
Pass-Through Rate: Variable                              $ 40,697,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $ 40,697,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AD 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any


                                      A-4-2

<PAGE>



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 is 0.6800% each Distribution
Date through and including the Optional Termination Date and 1.0200% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                      A-4-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-4-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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 EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2004-WCW1, Class M-3                                Aggregate Certificate Principal Balance of
                                                           the Class M-3 Certificates as of
                                                           the Issue Date:
Pass-Through Rate: Variable                                  $ 78,264,000.00

Date of Pooling and Servicing Agreement and                Denomination:  $ 78,264,000.00
Cut-off Date: August 1, 2004
                                                           Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004                Servicing LP

No. 1                                                      Trustee: Wells Fargo Bank, N.A.

                                                           Issue Date: August 6, 2004

                                                           CUSIP: 70069F AE 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such


                                      A-5-2

<PAGE>



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 is 1.2500%
each Distribution Date through and including the Optional Termination Date and
1.8750% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.


                                      A-5-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-5-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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 EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.
<TABLE>
<CAPTION>


<S>                                                        <C>
Series 2004-WCW1, Class M-4                                Aggregate Certificate Principal Balance of
                                                           the Class M-4 Certificates as of
                                                           the Issue Date:
Pass-Through Rate: Variable                                $   17,218,000.00

Date of Pooling and Servicing Agreement and                Denomination:  $   17,218,000.00
Cut-off Date: August 1, 2004
                                                           Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004                Servicing LP

No. 1                                                      Trustee: Wells Fargo Bank, N.A.

                                                           Issue Date: August 6, 2004

                                                           CUSIP: 70069F AF 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-6-2

<PAGE>



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 is 1.450% each
Distribution Date through and including the Optional Termination Date and 2.175%
thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.


                                      A-6-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-6-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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

                         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 EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-5                              Aggregate Certificate Principal Balance of
                                                         the Class M-5 Certificates as of the
                                                         Issue Date:
Pass-Through Rate:  Variable                             $   18,783,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $   18,783,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AG 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.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO
         MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE
         AGREEMENT.


                                      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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any


                                      A-7-2

<PAGE>



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 is 1.9000% on each
Distribution Date through and including the Optional Termination Date and
2.8500% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                      A-7-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-7-4

<PAGE>




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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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 EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
         TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-6                              Aggregate Certificate Principal Balance of
                                                         the Class M-6 Certificates as of the
                                                         Issue Date:
Pass-Through Rate:  Variable                             $   17,218,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $   17,218,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AH 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates 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 and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  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


                                      A-8-2

<PAGE>



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 is 2.0500% on each
Distribution Date through and including the Optional Termination Date and
3.0750% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                      A-8-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  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-8-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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 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 EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-7                              Aggregate Certificate Principal Balance of
                                                         the Class M-7 Certificates as of the
                                                         Issue Date:
Pass-Through Rate:  Variable                             $   17,218,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $   17,218,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AJ 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-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 TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates 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 and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  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


                                      A-9-2

<PAGE>



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 is 2.5000% on each
Distribution Date through and including the Optional Termination Date and
3.7500% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                      A-9-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                      A-9-4

<PAGE>




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

Dated: August __, 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-9-5

<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<TABLE>
<CAPTION>

<S>     <C>                <C>                                <C>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-9-6

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
________________________________ for the account of ___________________________,
account number______________ or, if mailed by check, to _______________________
_______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________
_______________________________________________________________________________.

         This information is provided by ______________________________________,
the assignee named above, or ____________________________________, as its agent.



                                      A-9-7

<PAGE>



                                  EXHIBIT A-10

                          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 AND THE CLASS M-7 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                      <C>
Series 2004-WCW1, Class M-8                              Aggregate Certificate Principal Balance of
                                                         the Class M-8 Certificates as of the
                                                         Issue Date:
Pass-Through Rate:  Variable                             $   17,218,000.00

Date of Pooling and Servicing Agreement                  Denomination:  $   17,218,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer:  Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AK 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 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 and the Trustee,
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M- 8 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  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


                                     A-10-2

<PAGE>



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 is 3.5000% on each
Distribution Date through and including the Optional Termination Date and
5.2500% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                     A-10-3

<PAGE>



                  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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.





                                     A-10-4

<PAGE>



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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-9 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS
         M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                     A-11-1

<PAGE>


<TABLE>
<CAPTION>


<S>                                                      <C>
Series 2004-WCW1, Class M-9                              Aggregate Certificate Principal Balance of
                                                         the Class M-9 Certificates as of the
                                                         Issue Date:
Pass-Through Rate: Variable                              $ 15,653,000.00

Date of Pooling and Servicing Agreement                  Denomination: $ 15,653,000.00
and Cut-off Date: August 1, 2004
                                                         Master Servicer: Countrywide Home Loans
First Distribution Date: September 27, 2004              Servicing LP

No. 1                                                    Trustee: Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

                                                         CUSIP: 70069F AL 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-11-2

<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 OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-11-3

<PAGE>



                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate is 3.500% each Distribution Date through and
including the Optional Termination Date and 5.2500% thereafter.

                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer and the Trustee with the
consent of the NIMS Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new


                                     A-11-4

<PAGE>



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. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the 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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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


                                     A-11-5

<PAGE>



effect early retirement of the Certificates; however, such right cannot be
exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                     A-11-6

<PAGE>



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

Dated: August __, 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-11-7

<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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-11-7

<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-11-8

<PAGE>



                                  EXHIBIT A-12

                          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-WCW1, Class CE                                  Aggregate Notional Amount of the Class CE
                                                            Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement and                 $1,565,329,195.82
Cut-off Date: August 1, 2004
                                                            Aggregate Certificate balance of the Class
First Distribution Date: September 27, 2004                 CE Certificates as of the Issue Date:
                                                            $1,565,329,195.82
No. 1
                                                            Master Servicer:  Countrywide Home Loans
Issue Date: August 6, 2004                                  Servicing LP

                                                            Trustee: Wells Fargo Bank, N.A.

</TABLE>


                                     A-12-1

<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-12-2

<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 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 and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face


                                     A-12-3

<PAGE>



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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the 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


                                     A-12-4

<PAGE>



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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-12-5

<PAGE>




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

Dated: August __, 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-12-6

<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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-12-7

<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-12-8

<PAGE>



                                  EXHIBIT A-13

                           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-WCW1, Class P                                Aggregate Certificate Principal Balance of
                                                         the Class P Certificates as of the
                                                         Issue Date:
Date of Pooling and Servicing Agreement                  $100.00
and Cut-off Date: August 1, 2004
                                                         Denomination:  $100.00
First Distribution Date: September 27, 2004
No.                                                      1 Master Servicer:
                                                         Countrywide Home Loans
                                                         Servicing LP

                                                         Trustee:  Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004
</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-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 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 and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  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


                                     A-13-2

<PAGE>



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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the


                                     A-13-3

<PAGE>



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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                                     A-13-4

<PAGE>




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

Dated: August __, 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-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>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED
         STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
         ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
         TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
         POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
         FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
         INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
         THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
         FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH 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


                                     A-14-1

<PAGE>



         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-WCW1, Class R                                Aggregate Percentage Interest of the Class R
                                                         Certificates as of the Issue Date: 100.00%
Date of Pooling and Servicing Agreement                  Percentage Interest
and Cut-off Date: August 1, 2004
                                                         Denomination: 100% Percentage Interest
First Distribution Date: September 27, 2004
                                                         Master Servicer:  Countrywide Home Loans
No. 1 Servicing LP

                                                         Trustee:  Wells Fargo Bank, N.A.

                                                         Issue Date: August 6, 2004

</TABLE>



                                     A-14-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest specified above in that certain
beneficial ownership interest evidenced by all the Class R Certificates in a
REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Park Place Securities, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called 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.


                                     A-14-3

<PAGE>



                  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, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMs Insurer and the Trustee with the
consent of the NIMs Insurer and the Holders of Certificates entitled to at least
66% of the Voting Rights. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the 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


                                     A-14-4

<PAGE>



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.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other 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 and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMs Insurer 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, 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


                                     A-14-5

<PAGE>



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.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-14-6

<PAGE>


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

Dated: August __, 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-14-7

<PAGE>

                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<TABLE>
<CAPTION>

<S>     <C>                <C>                                <C>                      <C>
         TEN COM -         as tenants in common               UNIF GIFT MIN ACT -             Custodian
                                                                                        _____________________
                                                                                        (Cust)   (Minor)
         TEN ENT -         as tenants by the entireties                                          under Uniform
                                                                                                 Gifts to
                                                                                         Minors Act
         JT TEN -          as joint tenants with right if                                _____________________
                           survivorship and not as tenants                                       (State)
                           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-14-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
________________________________ for the account of ___________________________,
account number______________ or, if mailed by check, to _______________________
_______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________
_______________________________________________________________________________.

         This information is provided by ______________________________________,
the assignee named above, or ____________________________________, as its agent.



                                     A-14-9

<PAGE>



                                    EXHIBIT 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

Countrywide Home Loans Servicing LP
400 Countrywide Way,
Simi Valley, California 93065

          Re:  Pooling and Servicing Agreement, dated as of August 1, 2004,
               among Park Place Securities, Inc., Countrywide Home Loans
               Servicing LP and Wells Fargo Bank, N.A., relating to Park Place
               Securities, Inc., Asset-Backed Pass-Through Certificates, Series
               2004-WCW1
               ----------------------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of May 1 2004, among Park Place Securities, Inc. as
depositor, Countrywide Home Loans Servicing LP as master servicer and Wells
Fargo Bank, N.A. as trustee, we hereby acknowledge that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by it or such
Custodian and are not mutilated, torn or defaced unless initialed by the related
borrower and relate to such Mortgage Loan, (iii) based on its or the Custodian's
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) through (3), (6), (9),
(10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File.

                  The [Trustee/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
[Trustee/Custodian] makes no representations as to: (i) the validity, legality,
sufficiency, recordability, enforceability or genuineness of any of the
documents contained in the Mortgage File of any of the Mortgage Loans identified
on the Mortgage Loan Schedule; or (ii) the collectability, insurability,
perfection, priority, effectiveness or suitability of any such Mortgage Loan.

                  The [Trustee/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.


                                      C-1-1

<PAGE>




                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

                                           [Trustee/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

Countrywide Home Loans Servicing LP
[ADDRESS]

          Re:  Pooling and Servicing Agreement, dated as of August 1, 2004,
               among Park Place Securities, Inc., Countrywide Home Loans
               Servicing LP and Wells Fargo Bank, N.A., relating to Park Place
               Securities, Inc., Asset-Backed Pass-Through Certificates, Series
               2004-WCW1
               ----------------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as [Trustee/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 [Trustee/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
[Trustee/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.

                                           [Trustee/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

Countrywide Home Loans Servicing LP
[ADDRESS]

               Re:  Pooling and Servicing Agreement, dated as of August 1, 2004,
                    among Park Place Securities, Inc., Countrywide Home Loans
                    Servicing LP and Wells Fargo Bank, N.A., relating to Park
                    Place Securities, Inc., Asset-Backed Pass-Through
                    Certificates, Series 2004-WCW1
                    -----------------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of August 1, 2004, among Park Place Securities, Inc. as
depositor, Countrywide Home Loans Servicing LP 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.


                                          [Trustee/Custodian]


                                          By:______________________________
                                          Name:
                                          Title:







                                      C-3-1

<PAGE>



                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT





                                       D-1

<PAGE>




                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated August 4, 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-WCW1 (the "Certificates"). The Certificates will consist of fourteen
classes of certificates. The Class M-9 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-WCW1 Certificates, dated as of
August 1, 2004 (the "Pooling and Servicing Agreement"), among the Purchaser as
depositor (in such capacity, the "Depositor"), Countrywide Home Loans Servicing
LP as master servicer (the "Master Servicer") and Wells Fargo Bank, N.A. as
trustee (in such capacity, the "Trustee"). Pursuant to the Pooling and Servicing
Agreement, the Depositor will assign all of its right, title and interest in and
to the Mortgage Loans, together with its rights under this Agreement, to the
Trustee for the benefit of the Certificateholders. Capitalized terms used but
not defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. Agreement to Purchase. The Seller hereby sells, and
the Purchaser hereby purchases, on or before August 6, 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 August 1, 2004 (the
"Cut-off Date") of $1,565,329,195.82 after giving effect to all payments due on
the Mortgage Loans on or before the Cut- off Date (the "Closing Balance"),
whether or not received including the right to any Prepayment Charges collected
after the Cut-off Date from the Mortgagors in connection with any Principal
Prepayments on the Mortgage Loans. Any payments (including Prepayment Charges)
collected on or before the Cut-off Date, including all scheduled payments of
principal and interest due on or before the Cut-off Date and collected after the
Cut-off Date, shall belong to the Seller. In addition to the sale of the
Mortgage Loans, the Seller will direct the Trustee to enter into the Interest
Rate Swap Agreement on behalf of the Trust.

                  SECTION 2. Mortgage Loan Schedule and Prepayment Charge
Schedule. The Purchaser and the Seller have agreed upon which of the mortgage
loans owned by the Seller are to be purchased by the Purchaser pursuant to this
Agreement, and the Seller shall prepare or cause to be prepared on or prior to
the Closing Date a final schedule (the "Closing Schedule") describing such



<PAGE>


                                       -2-

Mortgage Loans and setting forth all of the Mortgage Loans to be purchased under
this Agreement. The Closing Schedule shall conform to the requirements set forth
in this Agreement and to the definition of "Mortgage Loan Schedule" under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as the
Mortgage Loan Schedule under the Pooling and Servicing Agreement. The Seller
shall also prepare or cause to be prepared on or prior to the Closing Date a
final schedule (the "Prepayment Charge Schedule") setting forth each Mortgage
Loan containing a Prepayment Charge and conforming to the definition of
Prepayment Charge Schedule under the Pooling and Servicing Agreement.

                  SECTION 3.        Consideration.

                  In consideration for the Mortgage Loans that will be purchased
hereunder, the Purchaser shall, as described in Section 8, (i) pay to or upon
the order of the Seller in immediately available funds an amount equal to the
net sale proceeds of the Class A-1 Certificates, the Class A-2 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 and (ii)
deliver to the Seller, or its designee, the Non- Offered Certificates.

                  SECTION 4.        Transfer of the Mortgage Loans.

                           (a) Possession of Mortgage Files. The Seller does
hereby sell to the Purchaser, without recourse but subject to the terms of this
Agreement, all of its right, title and interest in, to and under the Mortgage
Loans, including the related Prepayment Charges collected after the Cut- off
Date. The contents of each Mortgage File not delivered to the Purchaser or to
any assignee, transferee or designee of the Purchaser on or prior to the Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
sale 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:

                  (i) the original Mortgage Note, endorsed in blank, without
         recourse, or in the following form: "Pay to the order of Wells Fargo
         Bank, N.A., as Trustee under the applicable agreement, without
         recourse, "with all prior and intervening endorsements showing a
         complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided however, that



<PAGE>


                                       -3-

         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 of the Mortgage assigned in
blank, without recourse;

                  (iv) the original recorded intervening Assignment or
Assignments of the Mortgage 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 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.




<PAGE>


                                       -4-

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

         Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage 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 of
Mortgage shall be submitted for recording by the Seller (at the direction of the
Master Servicer) in the manner described above, at no expense to the Trust Fund
or the Trustee, upon the earliest to occur of: (i) reasonable direction by
Holders of Certificates entitled to at least 25% of the Voting Rights or the
NIMS Insurer, (ii) [reserved], (iii) the occurrence of the bankruptcy or
insolvency of the Seller and (iv) the occurrence of a servicing transfer as
described in Section 7.02 of the Pooling and Servicing Agreement and 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, and the assignee shall
succeed to the rights and obligations hereunder of the Purchaser. Any expense



<PAGE>


                                       -5-

reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
shall be promptly reimbursed by the Seller.

                           (f) Examination of Mortgage Files. Prior to the
Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or
to any assignee, transferee or designee of the Purchaser, for examination, the
Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination at the Custodian's offices in Santa Ana, California.
Such examination may be made by the Purchaser, and its respective designees,
upon reasonable notice to the Seller and the Trustee during normal business
hours before the Closing Date and within sixty (60) days after the Closing Date.
If any such person makes such examination prior to the Closing Date and
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, as
of the date hereof and as of the Closing Date, and covenants, that:

                  (i) 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;

                  (ii) The Seller had the full corporate power and authority to
hold and sell each Mortgage Loan and has the full corporate power and authority
to service each Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Seller the
execution, delivery and performance of this Agreement; this Agreement has been
duly executed and delivered by the Seller; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Purchaser, constitutes a
legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except to the extent that (a) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally and
(b) the remedy of specific performance and injunctive and other



<PAGE>


                                       -6-

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
Seller, the servicing of the Mortgage Loans by the Seller under the Pooling and
Servicing Agreement, 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;

                  (iv) 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;

                  (v) 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

                  (vi) Except as otherwise disclosed in the Depositor's
Prospectus Supplement, dated August 4, 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.

                  The Seller hereby represents and warrants to the Purchaser,
with respect to the Mortgage Loans as of the Closing Date or as of such date
specifically provided herein:

                           (i) 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-

                           (ii)   [Reserved];

                           (iii) 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;

                           (iv) 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;

                           (v) Each Mortgage is a valid and enforceable first
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, and (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;

                           (vi) 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;

                           (vii) There is no delinquent tax or assessment lien
against any Mortgaged Property;

                           (viii) 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;

                           (ix) 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 (xiii) below;




<PAGE>


                                       -8-

                           (x) Subject to the Escrow Withhold referred to in
(xx) below, each Mortgaged Property is free of material damage and is in good
repair;

                           (xi) Each Mortgage Loan at origination complied in
all material respects with applicable local, state and federal laws and
regulations, including, without limitation, usury, equal credit opportunity,
real estate settlement procedures, truth-in-lending, disclosure laws and all
applicable predatory and abusive lending laws, and consummation of the
transactions contemplated hereby will not involve the violation of any such
laws;

                           (xii) 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;

                           (xiii) 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;

                           (xiv) Each Mortgage Loan was originated by 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, in accordance
with such other underwriting standards as set forth in the Prospectus Supplement
or, if generated on behalf of the Seller by a person other than the Seller, is
subject to the same underwriting standards and procedures used by the Seller in
originating mortgage loans directly) 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;

                           (xv) 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



<PAGE>


                                       -9-

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;

                           (xvi) 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 (xiii) above.

                           (xvii) 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 (xiii)
above.

                           (xviii) 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;

                           (xix) 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;

                           (xx) 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 Originator's underwriting guidelines. All costs, fees and
expenses incurred in making, closing or recording the Mortgage Loans were paid;

                           (xxi) 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;




<PAGE>


                                                       -10-

                           (xxii) 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;

                           (xxiii) There exist no deficiencies with respect to
escrow deposits and payments, if such are required, for which customary
arrangements for repayment thereof have not been made, and no escrow deposits or
payments of other charges or payments due the Seller have been capitalized under
the Mortgage or the related Mortgage Note;

                           (xxiv) The origination, collection and servicing
practices used by the Seller 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;

                           (xxv) There is no pledged account or other security
other than real estate securing the Mortgagor's obligations;

                           (xxvi) No Mortgage Loan has a shared appreciation
feature, or other contingent interest feature;

                           (xxvii) 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
(xxviii) 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;

                           (xxviii) 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



<PAGE>


                                      -11-

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;

                           (xxix) 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;

                           (xxx) Each Mortgaged Property is improved by a one-
to four-family residential dwelling, including condominium units and dwelling
units in planned unit developments, which does not include (a) cooperatives or
(b) mobile homes and manufactured homes (as defined in the Fannie Mae
Seller-Servicer's Guide), except when the appraisal indicates that (i) the
mobile or manufactured home was built under the Federal Manufactured Home
Construction and Safety Standards of 1976 or (ii) otherwise assumes the
characteristics of site-built housing and meets local building codes, is readily
marketable, has been permanently affixed to the site, is not in a mobile home
"park," and is treated as real property under the applicable state law. With
respect to any Mortgage Loan that is secured by a leasehold estate: (a) the
lease is valid, in full force and effect; (b) all rents and other payments due
under the lease have been paid; (c) the lessee is not in default under any
provision of the lease; (d) the term of the lease exceeds the maturity date of
the related Mortgage Loan by at least five (5) years; and (e) the Mortgagee
under the Mortgage Loan is given notice and an opportunity to cure any defaults
under the lease;

                           (xxxi) 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;

                           (xxxii) 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;

                           (xxxiii)   [Reserved.];

                           (xxxiv) The Mortgage File contains an appraisal which
was 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;

                           (xxxv) None of the Mortgage Loans is a graduated
payment mortgage loan, nor is any Mortgage Loan subject to a temporary buydown
or similar arrangement;

                           (xxxvi) No Mortgagor has currently requested any
relief under the Servicemembers Civil Relief Act or similar state laws;



<PAGE>


                                      -12-


                           (xxxvii) 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;

                           (xxxviii) 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;

                           (xxxix) The information set forth in the Prepayment
Charge Schedule attached as Schedule 2 to the Pooling and Servicing Agreement
(including the prepayment charge summary attached thereto) is complete, true and
correct in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms upon the full and voluntary prepayment
by the Mortgagor under applicable law and complied in all material respects with
applicable local, state and federal laws (except to the extent that (i) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally and
(ii) the collectability thereof may be limited due to acceleration in connection
with a foreclosure or other involuntary payoff);

                           (xl) Each Mortgage Loan is an obligation that is
principally secured by real property for purposes of the REMIC Provisions of the
Code;

                           (xli) 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.

                           (xlii) (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" pursuant to clause (1) of the definition of that
term in the New Jersey Home Ownership Security Act of 2002), "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);

                           (xliii) 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;

                           (xliv) 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");



<PAGE>


                                      -13-


                           (xlv) No Mortgage Loan is a High-Cost Home Loan under
the New Jersey Home Ownership Security Act of 2002 (the "New Jersey Act")
effective November 27, 2003;

                           (xlvi) No Mortgage Loan originated in the City of
Oakland is subject to the City of Oakland California Ordinance 12361 as a home
loan;

                           (xlvii) No Mortgage Loan, except as identified in
detail to the Rating Agencies, is a Section 10 mortgage under the Oklahoma Home
Ownership and Equity Protection Act (Oklahoma House Bill 1574);

                           (xlviii) No Mortgage Loan is a "High-Cost Home Loan"
as defined in the New Mexico Home Loan Protection Act, effective January 1,
2004;

                           (xlix) 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;

                           (l) 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;

                           (li) No Mortgage Loan is a " High-Risk Home Loan" as
defined in the Illinois High Risk Home Loan Act 93-561, effective January 1,
2004;

                           (lii) The Prepayment Charges included in the
transaction are enforceable and originated in compliance with all applicable
federal, state and local law;

                           (liii) No proceeds from any Mortgage Loan were used
to finance single- premium credit insurance policies;

                           (liv) No Mortgage Loan is a "High-Cost Home Loan" as
defined under Kentucky State Statute KRS 360.100, effective as of June 25, 2003;

                           (lv) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Arkansas Home Loan Protection Act, effective as of July 14,
2003;

                           (lvi) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Maine House Bill 383 L.D. 494, effective September 13, 2003;

                           (lvii) No Mortgage Loan originated in the City of Los
Angeles is subject to the City of Los Angeles California Ordinance 175008 as a
home loan;



<PAGE>


                                      -14-

                           (lviii) No Mortgage Loan is a "Nevada Home Loan" as
defined under the Nevada Assembly Bill No. 284, effective as of October 1, 2003;
and

                           (lix) No 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; however no representation can be made regarding
Mortgage Loans in Los Angeles, California but each Mortgage Loan originated in
Los Angeles, California is in compliance with each of the representations and
warranties set forth in (i) through (lviii) above.

                SECTION 7. Repurchase Obligation for Defective Documentation and
                             for Breach of Representation and Warranty.

                  (a) The representations and warranties contained in Section 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Purchaser to review or examine such documents and shall inure to the
benefit of any assignee, transferee or designee of the Purchaser, including the
Trustee for the benefit of the Certificateholders.

                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document 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 (xli), (xlii), (xliii), (xliv), (xlix), (l) and (liii)
of Section 6 herein, a breach of any such representation or warranty shall in
and of itself be deemed to materially adversely affect the interest therein of
the Purchaser and the Purchaser's assignee, transferee or designee), the party
discovering the breach shall give prompt written notice to the other. Within
ninety (90) days of its discovery or its receipt of notice of any such missing
documentation which was not transferred to the Purchaser as described above or
materially defective documentation or any such breach of a representation and
warranty (it being understood that with respect to the representations and
warranties set forth in (xli), (xlii), (xliii), (xliv), (xlix), (l) and (liii)
of Section 6 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 in Section 6(xxxix)
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



<PAGE>


                                      -15-

(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 of the Seller set forth in Section 6(xxxix) 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 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:




<PAGE>


                                                       -16-

                  (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 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
                           Class M-9, Class CE or Class P 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;



<PAGE>


                                      -17-


                 (b)       An Officers' Certificate of the Seller dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely, with
                           respect to certain facts regardin the sale of the
                           Mortgage Loans by the Seller to the Purchaser;

                 (c)       An Opinion of Counsel of the Seller, dated the
                           Closing Date, in form satisfactory to and addressed
                           to the Purchaser and the Underwriters;

                 (d)       Such opinions of counsel from the Purchaser's or
                           Seller's counsel as the Rating Agencies may request
                           in connection with the sale of the Mortgage Loans by
                           the Seller to the Purchaser o the Seller's execution
                           and delivery of or performance under, this Agreement
                           and upon which the Underwriters may rely;

                  (e)      A letter from Deloitte & Touche LLP, certified
                           public accountants, dated th date hereof and to the
                           effect that the 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 "Summar 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)       The Seller shall deliver for inclusion in the
                           Prospectus Supplement under the captions "The
                           Mortgage Pool--Underwriti Standards of the
                           Originators" and "Pooling and Servicing Agreement--T
                           Seller" or for inclusion in other offering material
                           such publicly available information regarding its
                           financial condition and its mortgage loan
                           delinquency, foreclosure and loss experience,
                           underwriting standards, lending activities and loan
                           sales, production, and servicing and collection
                           practices, an any similar nonpublic, unaudited
                           financial information; and

                  (g)      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



<PAGE>


                                      -18-

documents referred to in Sections 9(d) and 9(e) to the extent such costs and
expenses were not previously paid by the Seller. The Seller shall pay (or shall
reimburse the Purchaser or any other Person to the extent that the Purchaser or
such other Person shall pay) the costs and expenses of printing (or otherwise
reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
the Certificates, the prospectus, the Prospectus Supplement, and the private
placement memorandum relating to the Certificates and other related documents,
the initial fees, costs and expenses of the Trustee relating to the issuance of
the initial certification of the Trustee under Section 2.02 of the Pooling and
Servicing Agreement, the fees and expenses of the Seller's counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the cost of outside special counsel that
may be required for the Purchaser, the cost of obtaining the documents referred
to in Section 9(g) and the fees charged by any rating agency to rate the
Certificates. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.

                  SECTION 11.  [Reserved].

                  SECTION 12.  [Reserved].

                  SECTION 13. Mandatory Delivery; Grant of Security Interest.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement, and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

         Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the purchase price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the purchase price, the Purchaser
shall immediately effect



<PAGE>


                                      -19-

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.

                  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



<PAGE>


                                      -20-

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 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 August 1, 2004 among Park Place
     Securities, Inc., as depositor, Countrywide Home Loans Servicing LP, as
     master servicer, and Wells Fargo Bank, N.A., as Trustee
     ---------------------------------------------------------------------------

     In connection with the administration of the Mortgage Loans held by you as
     Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
     request the release, and hereby acknowledge receipt, of the Trustee's
     Mortgage File for the Mortgage Loan described below, for the reason
     indicated.

Mortgage Loan Number:
---------------------

Mortgagor Name. Address & Zip Code:
----------------------------------

Reason for Requesting Documents (check one):
--------------------------------------------


1. Mortgage Paid in Full

2. Foreclosure

3. Substitution

4. Other Liquidation (Repurchases, etc.)

5. Nonliquidation                     Reason:
                                             ----------------------

Address to which Trustee should deliver the Trustee's Mortgage File:


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

                                       E-1

<PAGE>



By:
   -----------------------------------------
                  (authorized signer)

Issuer:
       --------------------------------------
Address:
        ------------------------------------
Date:
     ---------------------------------------

Trustee
-------

Wells Fargo Bank, N.A.

         Please acknowledge the execution of the above request by your signature
and date below:

----------------------------------              -------------------------------
Signature                                       Date

         Documents returned to Trustee:

----------------------------------              -------------------------------
         Trustee                                Date





                                       E-2

<PAGE>



                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                        [DATED]

Wells Fargo Bank, N.A.

          Re:  Park Place Securities, Inc., Asset-Backed Pass-Through
               Certificates, Series 2004-WCW1, Class [M-9] [CE] [P] [R],
               [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
August 1, 2004, among Park Place Securities, Inc. as Depositor, Countrywide Home
Loans Servicing LP as Master Servicer and Wells Fargo Bank, N.A. as Trustee (the
"Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.




                                      F-1-1

<PAGE>



                  Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                          Very truly yours,

                                          [Transferor]

                                          By:______________________________
                                          Name:
                                          Title:












                                      F-1-2

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                        [Date]

Wells Fargo Bank, N.A.

               Re:  Park Place Securities, Inc., Asset-Backed Pass-Through
                    Certificates, Series 2004-WCW1 Class [M-9] [CE] [P] [R],
                    [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 August 1, 2004, among Park Place Securities, Inc. as
Depositor, Countrywide Home Loans Servicing LP as Master Servicer and Wells
Fargo Bank, N.A. as Trustee, pursuant to which the Certificates were issued.

                                      [TRANSFEREE]

                                      By: ______________________________
                                      Name:
                                      Title:


                                      F-1-3

<PAGE>




                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


                  [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Wells Fargo Bank, N.A. as Trustee, with
respect to the asset-backed pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the
Transferee owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

         ___      BANK. The Transferee (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

         ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least 1Transferee must own and/or
                  invest on a discretionary basis at least $100,000,000 in
                  securities unless Transferee is a dealer, and, in that case,
                  Transferee must own and/or invest on a discretionary basis at
                  least $10,000,000 in securities. $25,000,000 as demonstrated
                  in its latest annual financial statements, a copy of which is
                  attached hereto.



                                      F-1-4

<PAGE>



         ___      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?

                  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


                                      F-1-5

<PAGE>



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 [name of
Transferor] (the "Transferor") and Wells Fargo Bank, N.A., as Trustee, with
respect to the asset-backed pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone,
or the Transferee's Family of Investment Companies, owned at least $100,000,000
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____     The Transferee owned $___________________ in securities (other
                  than the excluded securities referred to below) as of the end
                  of the Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

                  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


                                      F-1-8

<PAGE>



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-1-9

<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-1-10

<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-WCW1, Class [R] (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.

                  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"


                                      F-2-1

<PAGE>



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 Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee 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.

                  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


                                      F-2-2

<PAGE>



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] (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             [ADDRESS]
Orange, California 92868
Countrywide Home Loans Servicing LP
[ADDRESS]

               Re:  Park Place Securities, Inc., Asset-Backed Pass-Through
                    Certificates, Series 2004-WCW1, Class M-9, CE, P and R
                    ------------------------------------------------------

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-WCW1, Class ___ (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of August 1, 2004 among Park Place Securities, Inc. as depositor (the
"Depositor"), Countrywide Home Loans Servicing LP as master servicer (the
"Master Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the 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 or (B) solely in the case of the Class M-9 Certificates,
either (i) are not being acquired by, and will not be transferred to, a Plan or
(ii) [for the first transfer after an offering of Class M-9 Certificates, the
Class M-9Certificates have been offered in an underwriting or placement within
the meaning of Prohibited Transaction Exemption 2002-41, as amended] 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 95-60 have been satisfied.

                                     Very truly yours,

                                     By: ______________________________
                                     Name:
                                     Title:





                                       G-1

<PAGE>



                                    EXHIBIT H

                          INTEREST RATE SWAP AGREEMENT



                                       H-1

<PAGE>



 (MULTICURRENCY - CROSS BORDER)


                                     ISDA(R)
              International Swaps and Derivatives Association, Inc.


                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT


                           dated as of August 6, 2004

                                     between


<TABLE>
<CAPTION>


                                                                  WELLS FARGO BANK N.A., NOT IN ITS INDIVIDUAL
                                                                 CAPACITY, BUT SOLELY AS TRUSTEE FOR PARK PLACE
      CREDIT SUISSE FIRST BOSTON INTERNATIONAL        and          SECURITIES, INC., ASSET-BACKED PASS-THROUGH
                                                                                  CERTIFICATES,
                                                                                SERIES 2004-WCW1
      ---------------------------------------                       -----------------------------------------
<S>                 <C>                                                            <C>
                    ("Party A")                                                    ("Party B")

</TABLE>

                                     PART 1

                             TERMINATION PROVISIONS.

(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

     Section 5(a)(v),      Not Applicable
     Section 5(a)(vi),     Not Applicable
     Section 5(a)(vii),    Not Applicable
     Section 5(b)(iv),     Not Applicable

and in relation to Party B for the purpose of:

     Section 5(a)(v),      Not Applicable
     Section 5(a)(vi),     Not Applicable
     Section 5(a)(vii),    Not Applicable
     Section 5(b)(iv),     Not Applicable

(b)  "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of
     this Agreement.

                                       19
<PAGE>

(c)  CERTAIN EVENTS OF DEFAULT. The following Events of Default will apply to
     the parties as specified below, and the definition of "Event of Default" in
     Section 14 is deemed to be modified accordingly:

          Section 5(a)(i) (Failure to Pay or Deliver) will apply to Party A and
          Party B.
          Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or
          Party B.
          Section 5(a)(iii) (Credit Support Default) will not apply to Party A
          or Party B.
          Section 5(a)(iv) (Misrepresentation) will not apply to Party A or
          Party B.
          Section 5(a)(v) (Default under Specified Transaction) will not apply
          to Party A or Party B.
          Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B.
          Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B;
          PROVIDED that clause (2) thereof shall not apply to Party B.
          Section 5(a)(viii) (Merger without Assumption) will apply to Party A
          and will not apply to Party B.

(d) TERMINATION EVENTS. The following Termination Events will apply to the
parties as specified below:

          Section 5(b)(i) (Illegality) will apply to Party A and Party B.
          Section 5(b)(ii) (Tax Event) will apply to Party A and Party B.
          Section 5(b)(iii) (Tax Event upon Merger) will apply to Party A and
          will not apply to Party B.
          Section 5(b)(iv) (Credit Event upon Merger) will not apply to Party A
          or Party B.

(e)  The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) of this
     Agreement will not apply to Party A and will not apply to Party B.

(f)  PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
     Agreement:

     (i) Market Quotation will apply.

     (ii)The Second Method will apply.

(g)  "TERMINATION CURRENCY" means United States Dollars.

(h)  ADDITIONAL TERMINATION EVENTS. The following Additional Termination Events
     will apply, in each case with respect to Party B as the sole Affected Party
     (unless otherwise provided below):

     (i) Party A fails to comply with the Downgrade Provisions as set forth in
         Part 5(b). For all purposes of this Agreement, Party A shall be the
         sole Affected Party with respect to the occurrence of a Termination
         Event described in this Part 1(h)(i).

     (ii)The Trust Fund (as defined in the Pooling and Servicing Agreement,
         dated as of August 1, 2004, among Park Place Securities Inc.,
         Countrywide Home Loans Servicing LP, and Wells Fargo Bank, N.A. (the
         POOLING AND SERVICING AGREEMENT)) is terminated pursuant to the Pooling
         and Servicing Agreement.

     (iii) The Pooling and Servicing Agreement is amended or modified without
         the prior written consent of Party A, where such consent is required
         under the terms of the Pooling and Servicing Agreement.

     (iv)Notice of the majority Class CE Certificateholders', the NIMS
         Insurer's, or the Master Servicer's intention to exercise its option to
         purchase the Mortgage Loans pursuant to Section 9.01 of the Pooling and
         Servicing Agreement is given by the Trustee to Certificateholders
         pursuant to Section 9.02 of the Pooling and Servicing Agreement.


                                       20


<PAGE>


                                     PART 2

                              TAX REPRESENTATIONS.

(a)  PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement,
     Party A will make the following representation and Party B will make the
     following representation:

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from any
     payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on (i) the accuracy of any
     representations made by the other party pursuant to Section 3(f) of this
     Agreement, (ii) the satisfaction of the agreement contained in Section
     4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
     of any document provided by the other party pursuant to Section 4(a)(i) or
     4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of
     the other party contained in Section 4(d) of this Agreement, PROVIDED that
     it shall not be a breach of this representation where reliance is placed on
     clause (ii) and the other party does not deliver a form or document under
     Section 4(a)(iii) of this Agreement by reason of material prejudice to its
     legal or commercial position.

(b)  PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement,
     Party A and Party B make the representations specified below, if any:

     (i)  Party A makes the following representation to Party B:

          (A)  Party A is a recognized U.K. bank, as defined in Section 840A of
               the UK Income and Corporation Taxes Act of 1988 and is entering
               into each Transaction in the ordinary course of its trade or
               business.

          (B)  Party A has been approved by the U.S. Internal Revenue Service as
               a Withholding Foreign Partnership and Party A's Withholding
               Foreign Partnership Employer Identification Number is 98-0330001.

          (C)  Party A is a partnership that agrees to comply with any
               withholding obligation under Section 1446 of the U.S. Internal
               Revenue Code.

     (ii) Party B represents that it is a trust created under an agreement
          governed by New York law.



                                       21
<PAGE>


                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:--

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
PARTY REQUIRED          FORM/DOCUMENT/CERTIFICATE          DATE BY WHICH TO BE DELIVERED
TO DELIVER
DOCUMENT
--------------------------------------------------------------------------------------------------------
<S>                     <C>                                <C>
Party A                 U.S. Internal Revenue Service      (i) Before the first Payment Date under
                        Form W-8IMY and any successor      this Agreement, such form to be updated at
                        form thereto                       the beginning of each succeeding
                                                           three-calendar-year period after the
                                                           first payment date under this Agreement,
                                                           (ii) promptly upon reasonable demand by
                                                           Party B, and (iii) promptly upon
                                                           learning that any such Form previously
                                                           provided by Party A has become obsolete
                                                           or incorrect.
--------------------------------------------------------------------------------------------------------
</TABLE>

(b) Other documents to be delivered are:--

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED                     FORM/DOCUMENT/CERTIFICATE                     DATE BY WHICH TO BE        COVERED BY
  TO DELIVER                                                                          DELIVERED            SECTION 3(D)
   DOCUMENT                                                                                               REPRESENTATION
-------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                            <C>                        <C>
Party A and      Certified copy of the Board of Directors resolution (or        Concurrently with the        Yes
Party B          equivalent authorizing documentation) which sets forth the     execution and
                 authority of each signatory to this Agreement and each         delivery of this
                 Credit Support Document (if any) signing on its behalf and     Agreement.
                 the authority of such party to enter into Transactions
                 contemplated and performance of its obligations hereunder.
-------------------------------------------------------------------------------------------------------------------------------
Party A and      Incumbency Certificate (or, if available the current           Concurrently with the        Yes
Party B          authorized signature book or equivalent authorizing            execution and
                 documentation) specifying the names, titles, authority and     delivery of this
                 specimen signatures of the persons authorized to execute       Agreement unless
                 this Agreement which sets forth the specimen signatures        previously delivered
                 of each signatory to this Agreement, each Confirmation         and still in full
                 and each Credit Support Document (if any) signing on its       force and effect.
                 behalf.
-------------------------------------------------------------------------------------------------------------------------------

                                       22
<PAGE>

-------------------------------------------------------------------------------------------------------------------------------
Party A and B    An opinion of counsel to such party reasonably satisfactory    Concurrently with the          No
                 in form and substance to the other party.                      execution and
                                                                                delivery of the
                                                                                Confirmation unless
                                                                                previously delivered
                                                                                and still in full
                                                                                force and effect.
-------------------------------------------------------------------------------------------------------------------------------
Party B          An executed copy of the Pooling and Servicing Agreement.       Within 30 days after           No
                                                                                the date of this
                                                                                Agreement.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       23

<PAGE>


                                     PART 4.

                                 MISCELLANEOUS.

(a) ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of this Agreement:

     Party A:

    (1) Address for notices or communications to Party A (other than by
facsimile):-
<TABLE>
<CAPTION>

<S>      <C>                                   <C>               <C>
         Address:    One Cabot Square          Attention:       (1)   Head of Credit Risk Management;
                     London E14 4QJ                             (2)   Managing Director -
                     England                                          Operations Department;
                                                                (3)   Managing Director - Legal Department

         Telex No.:  264521                    Answerback:             CSFBI G
</TABLE>

         (For all purposes.)


    (2)  For the purpose of facsimile notices or communications under this
         Agreement (other than a notice or communication under Section 5 or 6):-

         Facsimile No.:    020 7888 2686
         Attention:        Managing Director - Legal Department

         Telephone number for oral confirmation of receipt of facsimile in
         legible form: 020 7888 2028 Designated responsible employee for the
         purposes of Section 12(a)(iii): Senior Legal Secretary

     Party B:     Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, MD  21045
                  Attn:  Client Manager Park Place Securities, Inc., 2004-WCW1
                  Telephone No.:  410-884-2197
                  Facsimile No.:  410-715-2380

(b) PROCESS AGENT. For the purposes of Section 13(c) of this Agreement:

     Party A appoints as its Process Agent:

                   Credit Suisse First Boston LLC
                   Eleven Madison Avenue
                   New York, NY 10010

                  Attention:        General Counsel
                                    Legal and Compliance Department

     Party B appoints as its Process Agent:  Not Applicable.

(c) OFFICES. With respect to Party A, the provisions of Section 10(a) will apply
to this Agreement.

(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

                                       24
<PAGE>

     Party A is not a Multibranch Party.
     Party B is not a Multibranch Party.

(e) CALCULATION AGENT. The Calculation Agent is Party A.

(f) CREDIT SUPPORT DOCUMENT. Credit Support Document means

     With respect to Party A:  The Credit Support Annex.

     With respect to Party B:  The Pooling and Servicing Agreement.

(g)  CREDIT SUPPORT PROVIDER.

     Credit Support Provider means in relation to Party A: Not Applicable.
     Credit Support Provider means in relation to Party B: Not Applicable.

(h)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the laws of the State of New York (without reference to
     choice of law doctrine).

(i)  NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
     will apply to all Transactions (in each case starting from the date of this
     Agreement).

(j)  "AFFILIATE" will have the meaning specified in Section 14 of this
     Agreement, provided that Party B shall be deemed to have no Affiliates.

(k)  JURISDICTION. Section 13(b) is hereby amended by: (i) deleting in the
     second line of subparagraph (i) thereof the word "non-": and (ii) deleting
     the final paragraph thereof.

(l)  WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by
     applicable law, any right it may have to a trial by jury in respect of any
     suit, action or proceeding relating to this Agreement or any Credit Support
     Document. Each party certifies (i) that no representative, agent or
     attorney of the other party or any Credit Support Provider has represented,
     expressly or otherwise, that such other party would not, in the event of
     such a suit, action or proceeding, seek to enforce the foregoing waiver and
     (ii) acknowledges that it and the other party have been induced to enter
     into this Agreement and provide for any Credit Support Document, as
     applicable, by, among other things, the mutual waivers and certifications
     in this Section.

(m)  CONSENT TO RECORDING. Each party (i) consents to the recording of the
     telephone conversations of trading and marketing personnel of the parties
     and their Affiliates in connection with this Agreement or any potential
     transaction and (ii) if applicable, agrees to obtain any necessary consent
     of, and give notice of such recording to, such personnel of it and its
     Affiliates.

(n)  SEVERABILITY. If any term, provision, covenant, or condition of this
     Agreement, or the application thereof to any party or circumstance, shall
     be held to be illegal, invalid or unenforceable (in whole or in part) for
     any reason, the remaining terms, provisions, covenants and conditions
     hereof shall continue in full force and effect as if this Agreement had
     been executed with the illegal, invalid or unenforceable portion
     eliminated, so long as this Agreement as so modified continues to express,
     without material change, the original intentions of the parties as to the
     subject matter of this Agreement and the deletion of such portion of this
     Agreement will not substantially impair the respective benefits or
     expectations of the parties to this Agreement.


                                       25


<PAGE>


                                     PART 5.

                                OTHER PROVISIONS.

(a)  DEFINITIONS.

     This Agreement, including each Confirmation and each Swap Transaction, is
     subject to the 2000 ISDA Definitions, as amended, supplemented, updated,
     and superseded from time to time (the "Definitions"), as published by the
     International Swaps and Derivatives Association, Inc. ("ISDA") and will be
     governed in all respects by the Definitions (except that references to
     "Swap Transactions" shall be deemed to be references to "Transactions").
     The Definitions are incorporated by reference in, and made part of, this
     Agreement and each Confirmation as if set forth in full in this Agreement
     and such Confirmations. In the event of any inconsistency between the
     provisions of this Agreement and the Definitions, this Agreement will
     prevail (and, in the event of any inconsistency between any Confirmation
     and the Definitions, the Confirmation will control). Any reference in a
     Confirmation to any Definitions which are amended or supplemented in this
     Schedule shall be deemed to be a reference to such Definitions as so
     amended or supplemented, unless the Confirmation states, by specific
     reference to any such amendment or supplement, that such amendment or
     supplement will not apply in respect of the Transaction to which such
     Confirmation relates. Any capitalized terms used but not otherwise defined
     in this Agreement shall have the meanings assigned to them (or incorporated
     by reference) in the Pooling and Servicing Agreement.

(B)  DOWNGRADE PROVISIONS.

     (1) It shall be a collateralization event (COLLATERALIZATION EVENT) if (A)
     either (i) the unsecured, unguaranteed and otherwise unsupported long-term
     senior debt obligations of Party A are rated below "A1" by Moody's
     Investors Service, Inc. (MOODY'S) or are rated "A1" by Moody's and such
     rating is on watch for possible downgrade (but only for so long as it is on
     watch for possible downgrade) or (ii) the unsecured, unguaranteed and
     otherwise unsupported short-term debt obligations of Party A are rated
     below "P-1" by Moody's or are rated "P-1" by Moody's and such rating is on
     watch for possible downgrade (but only for so long as it is on watch for
     possible downgrade), (B) no short-term rating is available from Moody's and
     the unsecured, unguaranteed and otherwise unsupported long-term senior debt
     obligations of Party A are rated below "Aa3" by Moody's or are rated "Aa3"
     by Moody's and such rating is on watch for possible downgrade (but only for
     so long as it is on watch for possible downgrade), or (C) either (i) the
     unsecured, unguaranteed and otherwise unsupported short-term debt
     obligations of Party A are rated below "A-1" by Standard & Poor's Rating
     Services, a division of The McGraw-Hill Companies, Inc. (S&P) or (ii) if
     Party A does not have a short-term rating from S&P, the unsecured,
     unguaranteed and otherwise unsupported long-term senior debt obligations of
     Party A are rated below "A+" by S&P. For the avoidance of doubt, the
     parties hereby acknowledge and agree that notwithstanding the occurrence of
     a Collateralization Event, this Agreement and each Transaction hereunder
     shall continue to qualify as a Swap Agreement for purposes of the
     distribution priorities in Sections 4.9 of the Pooling and Servicing
     Agreement. During any period in which a Collateralization Event is
     occurring, Party A shall either (i) post collateral according to the terms
     of the 1994 ISDA Credit Support Annex between Party A and Party B, dated as
     of August 6, 2004, including Paragraph 13, thereof (the "Credit Support
     Annex"), or (ii) obtain a substitute counterparty that (a) is reasonably
     acceptable to Party B and approved in writing by the Rating Agencies (as
     defined in the Pooling and Servicing Agreement), (b) satisfies the Hedge
     Counterparty Ratings Requirement (as defined herein) and (c) assumes the
     obligations of Party A under this Agreement (through an assignment and
     assumption agreement in form and substance reasonably satisfactory to Party
     B) or replaces the outstanding Transactions hereunder with transactions on
     identical terms, except that Party A shall be replaced as counterparty,
     PROVIDED that such substitute counterparty, as of the date of such
     assumption or replacement, will not, as a result thereof, be required to
     withhold or deduct on account of tax under the Agreement or the new
     transactions, as applicable, and such assumption or replacement will not

                                       27
<PAGE>

     lead to a termination event or event of default occurring under the
     Agreement or new transactions, as applicable. To the extent that Party A
     elects or is required to post collateral pursuant to this Part 5(b)(1),
     Party A shall request its legal counsel to deliver to each applicable
     Rating Agency within thirty (30) calendar days of the occurrence of such
     Collateralization Event an opinion as to the enforceability of the ISDA
     Credit Support Annex.

     (2) It shall be a ratings event (RATINGS EVENT) if at any time after the
     date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings
     Threshold. HEDGE COUNTERPARTY RATINGS THRESHOLD shall mean (A) the
     unsecured, unguaranteed and otherwise unsupported long-term senior debt
     obligations of Party A are rated at least "BBB-" by S&P, (B) the unsecured,
     unguaranteed and otherwise unsupported long-term senior debt obligations of
     Party A are rated at least "A3" by Moody's (and such rating is not on watch
     for possible downgrade) and the unsecured, unguaranteed and otherwise
     unsupported short-term debt obligations of Party A are rated at least "P-2"
     by Moody's (and such rating is not on watch for possible downgrade), and
     (C) either (i) the unsecured, unguaranteed and otherwise unsupported
     long-term senior debt obligations of Party A are rated at least "A+" by
     Fitch, Inc. (FITCH) or (ii) the unsecured, unguaranteed and otherwise
     unsupported short-term debt obligations of Party B are rated at least "F1"
     by Fitch. For the avoidance of all doubts, the parties hereby acknowledge
     and agree that notwithstanding the occurrence of a Ratings Event, this
     Agreement and each Transaction hereunder shall continue to qualify as a
     Swap Agreement for purposes of the distribution priorities in Section 4.9
     of the Pooling and Servicing Agreement.

     (3) Following a Ratings Event, Party A shall take the following actions:

         (a) Party A, at its sole expense, shall (i) commence actively to seek
         to obtain a substitute counterparty that (A) is approved in writing by
         the Rating Agencies, (B) satisfies the Hedge Counterparty Ratings
         Requirement and (C) assumes the obligations of Party A under this
         Agreement (through an assignment and assumption agreement in form and
         substance reasonably satisfactory to Party B) or replaces the
         outstanding Transactions hereunder with transactions on identical
         terms, except that Party A shall be replaced as counterparty, PROVIDED
         that such substitute counterparty, as of the date of such assumption or
         replacement, will not, as a result thereof, be required to withhold or
         deduct on account of tax under the Agreement or the new transactions,
         as applicable, and such assumption or replacement will not lead to a
         termination event or event of default occurring under the Agreement or
         new transactions, as applicable, and (ii) be required to post
         collateral as set forth in (b) below;

         (b) If Party A has not obtained a substitute counterparty as set forth
         in (3)(a) above within 30 days (or, in the case of a failure to meet
         the requirements of subparagraph (A) of the definition of "Hedge
         Counterparty Ratings Threshold", within 15 Business Days) of the
         Ratings Event, then Party A shall continue to seek a substitute
         counterparty and, on or prior to the expiration of such period, post
         collateral according to the terms of the Credit Support Annex.
         Notwithstanding anything contained herein to the contrary, if Party A
         is required to transfer its rights and obligations under this Agreement
         pursuant to this Part 5(b)(3) as a result of a rating issued by S&P,
         Party A shall, at all times prior to such transfer, be required to post
         collateral in accordance with (i) the terms of the Credit Support Annex
         or (ii) an agreement with Party B providing for the posting of
         collateral, which agreement shall satisfy the Rating Condition and
         require Party A to post the required collateral.

         HEDGE COUNTERPARTY RATINGS REQUIREMENT shall mean (a) either (i) the
         unsecured, unguaranteed and otherwise unsupported short-term debt
         obligations of the substitute counterparty are rated at least "A-1" by
         S&P or (ii) if the substitute counterparty does not have a short-term
         rating from S&P, the unsecured, unguaranteed and otherwise unsupported
         long-term senior debt obligations of the substitute counterparty are
         rated at least "A+" by S&P, (b) either (i) the unsecured, unguaranteed
         and otherwise unsupported long-term senior debt obligations of such
         substitute

                                       28
<PAGE>

         counterparty are rated at least "A1" by Moody's (and if rated "A1" by
         Moody's, such rating is not on watch for possible downgrade) and the
         unsecured, unguaranteed and otherwise unsupported short-term debt
         obligations of such substitute counterparty are rated at least "P-1"
         by Moody's (and if rated "P-1" by Moody's, such rating is not on watch
         for possible downgrade and remaining on watch for possible downgrade),
         or (ii) if such substitute counterparty does not have a short-term
         debt rating from Moody's, the unsecured, unguaranteed and otherwise
         unsupported long-term senior debt obligations of such substitute
         counterparty are rated at least "Aa3" by Moody's (and if rated "Aa3"
         by Moody's, such rating is not on watch for possible downgrade), and
         (c) either (i) the unsecured, unguaranteed and otherwise unsupported
         long-term senior debt obligations of such substitute counterparty are
         rated at least "A+" by Fitch or (ii) the unsecured, unguaranteed and
         otherwise unsupported short-term debt obligations of such substitute
         counterparty are rated at least "F1" by Fitch. For the purpose of this
         definition, no direct or indirect recourse against one or more
         shareholders of the substitute counterparty (or against any Person in
         control of, or controlled by, or under common control with, any such
         shareholder) shall be deemed to constitute a guarantee, security or
         support of the obligations of the substitute counterparty.

(c)  Section 3(a) of this Agreement is hereby amended to include the following
     additional representations after paragraph 3(a)(v):

     (vi) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract
     participant" as defined in the U.S. Commodity Exchange Act.

     (vii) INDIVIDUAL NEGOTIATION. This Agreement and each Transaction hereunder
     is subject to individual negotiation by the parties.

     (viii) RELATIONSHIP BETWEEN PARTY A AND PARTY B. Subject as provided in
     Part 5(g), each of Party A and Party B will be deemed to represent to the
     other on the date on which it enters into a Transaction or an amendment
     thereof that (absent a written agreement between Party A and Party B that
     expressly imposes affirmative obligations to the contrary for that
     Transaction):

         (1) PRINCIPAL. It is acting as principal and not as agent when entering
         into this Agreement and each Transaction.

         (2) NON-RELIANCE. It is acting for its own account and it has made its
         own independent decisions to enter into that Transaction and as to
         whether that Transaction is appropriate or proper for it based upon its
         own judgment and upon advice from such advisors as it has deemed
         necessary. It is not relying on any communication (written or oral) of
         the other party as investment advice or as a recommendation to enter
         into that Transaction; it being understood that information and
         explanations related to the terms and conditions of a Transaction shall
         not be considered investment advice or a recommendation to enter into
         that Transaction. No communication (written or oral) received from the
         other party shall be deemed to be an assurance or guarantee as to the
         expected results of that Transaction.

         (3) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
         understanding (on its own behalf or through independent professional
         advice), and understands and accepts, the terms, conditions and risks
         of this Agreement and each Transaction hereunder. It is also capable of
         assuming, and assumes, all financial and other risks of this Agreement
         and each Transaction hereunder.

         (4) STATUS OF PARTIES. The other party is not acting as a fiduciary or
         an advisor for it in respect of that Transaction.

                                       28
<PAGE>

(d) Section 4 is hereby amended by adding the following new agreement:

         (f) ACTIONS AFFECTING REPRESENTATIONS. Party B agrees not to take any
         action during the term of this Agreement or any Transaction hereunder
         that renders or could render any of the representations and warranties
         in this Agreement untrue, incorrect, or incomplete, and if any event or
         condition occurs that renders or could render any such representation
         untrue, incorrect, or incomplete, Party B will immediately give written
         notice thereof to Party A.

(e)  SECTION 1(C). For purposes of Section 1(c) of the Agreement, this
     Transaction shall be the sole Transaction under the Agreement.

(f) TRANSFER. Section 7 is hereby amended to read in its entirety as follows:

         Except as stated under Section 6(b)(ii), in this Section 7, and Part
         5(e) of the Schedule, neither Party A nor Party B is permitted to
         assign, novate or transfer (whether by way of security or otherwise) as
         a whole or in part any of its rights, obligations or interests under
         this Agreement or any Transaction without the prior written consent of
         the other party; PROVIDED, HOWEVER, that (i) Party A may make such a
         transfer of this Agreement pursuant to a consolidation or amalgamation
         with, or merger with or into, or transfer of substantially all of its
         assets to, another entity, or an incorporation, reincorporation or
         reconstitution, and (ii) Party A may transfer this Agreement to any
         Person, including, without limitation, another of Party A's offices,
         branches or affiliates (any such Person, office, branch or affiliate, a
         "Transferee") on at least five Business Days' prior written notice to
         Party B and the Trustee; PROVIDED that, with respect to clause (ii),
         (A) as of the date of such transfer the Transferee will not be required
         to withhold or deduct on account of a Tax from any payments under this
         Agreement unless the Transferee will be required to make payments of
         additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
         respect of such Tax (B) a Termination Event or Event of Default does
         not occur under this Agreement as a result of such transfer; (C) such
         notice is accompanied by a written instrument pursuant to which the
         Transferee acquires and assumes the rights and obligations of Party A
         so transferred; and (D) Party A will be responsible for any costs or
         expenses incurred in connection with such transfer. Party B will
         execute such documentation as is reasonably deemed necessary by Party A
         for the effectuation of any such transfer. Notwithstanding the
         foregoing, no such transfer shall be made unless the transferring party
         obtains a written acknowledgment from each of the Rating Agencies (as
         defined in the Pooling and Servicing Agreement) that, notwithstanding
         such transfer, the then-current ratings of the Offered Certificates
         will not be reduced or withdrawn.

         Except as specified otherwise in the documentation evidencing a
         transfer, a transfer of all the obligations of Party A made in
         compliance with this Section 7 will constitute an acceptance and
         assumption of such obligations (and any related interests so
         transferred) by the Transferee, a novation of the transferee in place
         of Party A with respect to such obligations (and any related interests
         so transferred), and a release and discharge by Party B of Party A
         from, and an agreement by Party B not to make any claim for payment,
         liability, or otherwise against Party A with respect to, such
         obligations from and after the effective date of the transfer.

(g)  TRUSTEE CAPACITY. It is expressly understood and agreed by the parties
     hereto that (i) this Agreement is executed and delivered by Wells Fargo
     Bank, N.A., not individually or personally but solely as trustee ofPark
     Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
     2004-WCW1, in the exercise of the powers and authority conferred and vested
     in it, (ii) each of the representations, undertakings and agreements herein
     made on the part of Park Place Securities, Inc., Asset-Backed Pass-Through
     Certificates, Series 2004-WCW1

                                       29
<PAGE>

     is made and intended not as personal representations, undertakings and
     agreements by Wells Fargo Bank, N.A. but is made and intended for the
     purpose of binding only Park Place Securities, Inc., Asset-Backed
     Pass-Through Certificates, Series 2004-WCW1, (iii) nothing herein contained
     shall be construed as creating any liability on the part of Wells Fargo
     Bank, N.A., individually or personally, to perform any covenant either
     expressed or implied contained herein, all such liability, if any, being
     expressly waived by the parties hereto and by any Person claiming by,
     through or under the parties hereto and (iv) under no circumstances shall
     Wells Fargo Bank, N.A. be personally liable for the payment of any
     indebtedness or expenses of the Trust or be liable for the breach or
     failure of any obligation, representation, warranty or covenant made or
     undertaken by Park Place Securities, Inc., Asset-Backed Pass-Through
     Certificates, Series 2004-WCW1 under this Agreement or any other related
     documents.

     Party B represents that:

         (i) Status. Wells Fargo Bank N.A. (the "Trustee") is trustee of the
         Trust whose appointment is valid and effective both under the laws of
         the State of New York and under the Pooling and Servicing Agreement,
         and the Trustee has the power to own assets in its capacity as trustee
         of the Trust.

         (ii) Powers. In its capacity as trustee of the Trust, the Trustee has
         power under the Pooling and Servicing Agreement to execute this
         Agreement and any other documentation relating to this Agreement to
         which the Trustee is party, to deliver this Agreement and any other
         documentation relating to this Agreement that it is required by this
         Agreement to deliver and to perform its obligations (on behalf of the
         Trust) under this Agreement and any obligations (on behalf of the
         Trust) it has under any Credit Support Document to which the Trustee is
         party and has taken all necessary action to authorise such execution,
         delivery and performance;

         (iii) No Violation or Conflict. Such execution, delivery and
         performance do not violate or conflict with any law applicable to the
         Trustee or the Trust, any provision of the Trust Agreement, any order
         or judgment of any court or other agency of government applicable to
         the Trustee, the Trust or any assets of the Trust, or any contractual
         restriction binding on or affecting the Trustee, the Trust or any
         assets of the Trust;

         (iv) Consents. All governmental and other consents that are required
         have been obtained by the Trustee with respect to this Agreement or any
         Credit Support Document to which the Trustee is party have been
         obtained and are in full force and effect and all conditions of such
         consents have been complied with; and

          (v) Obligations Binding. The obligation of the Trustee under this
         Agreement and any Credit Support Document to which the Trustee is party
         constitute legal, valid and binding obligations of the Trustee in its
         capacity as trustee of the Trust, enforceable against the Trust in
         accordance with their respective terms (subject to applicable
         bankruptcy, reorganisation, insolvency, moratorium or similar laws
         affecting creditors' rights generally and subject, as to
         enforceability, to equitable principles of general application
         (regardless of whether enforcement is sought in a proceeding in equity
         or law)) and no circumstances are known to the Trustee which would or
         might prevent the Trustee from having recourse to the assets of the
         Trust for the purposes of meeting such obligations.

(h)  PROCEEDINGS. Without impairing any right afforded to it under the Pooling
     and Servicing Agreement as a third party beneficiary, Party A shall not
     institute against or cause any other person to institute against, or join
     any other person in instituting against Park Place Securities, Inc.,
     Asset-Backed Pass-Through Certificates, Series 2004-WCW1, any bankruptcy,
     reorganization, arrangement, insolvency or liquidation proceedings, or
     other proceedings under any federal or state bankruptcy, dissolution or
     similar law, for a period of one year and one day, or if longer the
     applicable preference period then in effect, following indefeasible payment
     in full of the Certificates. Nothing shall preclude, or be deemed to stop,
     Party A (i) from taking any action prior to the expiration of the
     aforementioned one year and one


                                       30
<PAGE>

     day period, or if longer the applicable preference period then in effect,
     in (A) any case or proceeding voluntarily filed or commenced by Party B or
     (B) any involuntary insolvency proceeding filed or commenced by a Person
     other than Party A, or (ii) from commencing against Party B or any of the
     Collateral any legal action which is not a bankruptcy, reorganization,
     arrangement, insolvency, moratorium, liquidation or similar proceeding.

 (i) CHANGE OF ACCOUNT. Section 2(b) of this Agreement is hereby amended by the
     addition of the following after the word "delivery" in the first line
     thereof:-

     "to another account in the same legal and tax jurisdiction as the original
     account"

(j)  POOLING AND SERVICING AGREEMENT.

     (1) Capitalized terms used in this Agreement that are not defined herein
     and are defined in the Pooling and Servicing Agreement shall have the
     respective meanings assigned to them in the Pooling and Servicing
     Agreement.

     (2) Party B will provide at least ten days' prior written notice to Party A
     of any proposed amendment or modification to the Pooling and Servicing
     Agreement.

(k)  SET-OFF. Notwithstanding any provision of this Agreement or any other
     existing or future agreements, each of Party A and Party B irrevocably
     waives as to itself any and all contractual rights it may have to set off,
     net, recoup or otherwise withhold or suspend or condition its payment or
     performance of any obligation to the other party under this Agreement
     against any obligation of one party hereto to the other party hereto
     arising outside of this Agreement (which Agreement includes without
     limitation, the Master Agreement to which this Schedule is attached, this
     Schedule and the Confirmation). The provisions for set-off set forth in
     Section 6(e) of this Agreement shall not apply for purposes of this
     Transaction.

(l)  NOTICE OF CERTAIN EVENTS OR CIRCUMSTANCES. Each party agrees, upon learning
     of the occurrence or existence of any event or condition that constitutes
     (or that with the giving of notice or passage of time or both would
     constitute) an Event of Default or Termination Event with respect to such
     party, promptly to give the other party notice of such event or condition
     (or, in lieu of giving notice of such event or condition in the case of an
     event or condition that with the giving of notice or passage of time or
     both would constitute an Event of Default or Termination Event with respect
     to the party, to cause such event or condition to cease to exist before
     becoming an Event of Default or Termination Event); PROVIDED that failure
     to provide notice of such event or condition pursuant to this Part 5(l)
     shall not constitute an Event of Default or a Termination Event.

(m)  REGARDING PARTY A. Party B acknowledges and agrees that Party A has had and
     will have no involvement in and, accordingly Party A accepts no
     responsibility for: (i) the establishment, structure, or choice of assets
     of Party B; (ii) the selection of any person performing services for or
     acting on behalf of Party B; (iii) the selection of Party A as the
     Counterparty; (iv) the terms of the Certificates; (v) the preparation of or
     passing on the disclosure and other information contained in any offering
     circular for the Certificates, the Pooling and Servicing Agreement, or any
     other agreements or documents used by Party B or any other party in
     connection with the marketing and sale of the Certificates; (vi) the
     ongoing operations and administration of Party B, including the furnishing
     of any information to Party B which is not specifically required under this
     Agreement; or (vii) any other aspect of Party B's existence.

(n)  RATING AGENCY CONDITION. This Agreement will not be amended unless Party B
     shall have received prior written confirmation from each of the Rating
     Agencies (as defined in the Pooling and Servicing


                                       31
<PAGE>

     Agreement) that such amendment will not cause S&P, Moody's, or Fitch to
     downgrade or withdraw its then-current ratings of any outstanding Offered
     Certificates.



                                       32

<PAGE>


IN WITNESS WHEREOF, the parties have executed this document by their duly
authorized officers with effect from the date so specified on the first page
hereof.



<TABLE>
<CAPTION>


<S>                                                     <C>
CREDIT SUISSE FIRST BOSTON INTERNATIONAL                WELLS FARGO BANK N.A., NOT IN ITS INDIVIDUAL
                                                        CAPACITY, BUT SOLELY AS TRUSTEE FOR PARK PLACE
                                                        SECURITIES, INC., ASSET-BACKED PASS-THROUGH
                                                        CERTIFICATES, SERIES 2004-WCW1
                     ("Party A")                                            ("Party B")


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


</TABLE>




                                       33



<PAGE>





(MULTICURRENCY - CROSS BORDER)

                                     ISDA(R)
              International Swaps and Derivatives Association, Inc.

                                MASTER AGREEMENT

                            dated as ofAugust 6, 2004

                                       and
<TABLE>
<CAPTION>

                                                                WELLS FARGO BANK N.A., NOT IN ITS INDIVIDUAL
                                                               CAPACITY, BUT SOLELY AS TRUSTEE FOR PARK PLACE
        CREDIT SUISSE FIRST BOSTON INTERNATIONAL                SECURITIES, INC., ASSET-BACKED PASS-THROUGH
                                                                       CERTIFICATES, SERIES 2004-WCW1
        -----------------------------------------                -----------------------------------------
<S>                    <C>                                                      <C>
                       ("Party A")                                              ("Party B")

</TABLE>

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: -

1. INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement'), and the parties
would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) GENERAL CONDITIONS.

         (i) Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of this
         Agreement.

         (ii) Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this


<PAGE>

         Agreement, in freely transferable funds and in the manner customary
         for payments in the required currency. Where settlement is by delivery
         (that is, other than by payment), such delivery will be made for
         receipt on the due date in the manner customary for the relevant
         obligation unless otherwise specified in the relevant Confirmation or
         elsewhere in this Agreement.



<PAGE>




value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


<TABLE>
<CAPTION>

                                                            WELLS FARGO BANK N.A., NOT IN ITS INDIVIDUAL
                                                            CAPACITY, BUT SOLELY AS TRUSTEE FOR PARK
                                                            PLACE SECURITIES, INC., ASSET-BACKED
         CREDIT SUISSE FIRST BOSTON INTERNATIONAL           PASS-THROUGH CERTIFICATES, SERIES 2004-WCW1



                          (NAME OF PARTY)                                  (NAME OF PARTY)


<S>     <C>                                                 <C>
         By:                                                By:
            -------------------------------                    -------------------------------
         Name:                                              Name:

         Title:                                             Title:

         Date:                                              Date:

</TABLE>


<PAGE>


                             ELECTIONS AND VARIABLES
                        TO THE ISDA CREDIT SUPPORT ANNEX
                           DATED AS OF AUGUST 6, 2004
                                     BETWEEN
<TABLE>
<CAPTION>

         CREDIT SUISSE FIRST BOSTON INTERNATIONAL         AND                   WELLS FARGO BANK N.A., NOT IN ITS
                                                                                        INDIVIDUAL CAPACITY, BUT
SOLELY AS TRUSTEE                                                                                 FOR PARK PLACE
SECURITIES, INC.,                                                                                         ASSET-
BACKED PASS-THROUGH CERTIFICATES,
        SERIES 2004-WCW1
<S>                       <C>                                                   <C>
                          ("PARTY A")                                           ("PARTY B")
</TABLE>



PARAGRAPH 13.

(a) SECURITY INTEREST FOR "OBLIGATIONS".

         The term "OBLIGATIONS" as used in this Annex includes the following
additional obligations:

         With respect to Party A:   None.

         With respect to Party B:   None.

(b)      CREDIT SUPPORT OBLIGATIONS.

         (i)      DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.

                  (A) "DELIVERY AMOUNT" has the meaning specified in Paragraph
                  3(a), except that the words "upon a demand made by the Secured
                  Party" shall be deleted and the word "that" on the second line
                  of Paragraph 3(a) shall be replaced with the word "a".

                  (B) "RETURN AMOUNT" has the meaning specified in Paragraph
                  3(b).

                  (C) "CREDIT SUPPORT AMOUNT" for a Valuation Date shall mean
                  one of the following depending on whether or not the
                  specified events have occurred on such Valuation Date:-

                           (i)      if a Collateralization Event has not
                                    occurred, "CREDIT SUPPORT AMOUNT" shall mean
                                    zero (0);

                           (ii)     if a Collateralization Event has occurred
                                    other than pursuant to Part 5(b)(1)(C),
                                    "CREDIT SUPPORT AMOUNT" shall mean an amount
                                    in USD equal to the greater of (a) 2.5% of
                                    the Notional Amount plus the Secured Party's
                                    Exposure and (b) an amount equal to the
                                    Floating Amount payable by Party A in
                                    respect of the first Floating Rate Payer
                                    Payment Date scheduled to occur on or after
                                    the date on which the Delivery Amount as a
                                    result of such Collateralization Event is
                                    due;

                                    (iii) if a Collateralization Event has
                                    occurred pursuant to Part 5(b)(1)(C),
                                    "CREDIT SUPPORT AMOUNT" shall mean an amount
                                    in USD equal to the sum of (a) the greater
                                    of Party B's Exposure and zero, and (b)



<PAGE>
                                    the Notional Volatility Buffer. NOTIONAL
                                    VOLATILITY BUFFER, as determined by the
                                    Valuation Agent for any date, means the
                                    Notional Amount of the Transaction on such
                                    date multiplied by the Volatility Buffer
                                    Percentage for such date as set out in the
                                    table below on such date,
<TABLE>
<CAPTION>

                                    ---------------------------------------------------------------------------
                                       PARTY A S&P RATING ON SUCH DATE        VOLATILITY BUFFER PERCENTAGE
                                    ---------------------------------------------------------------------------

                                    ---------------------------------------------------------------------------
<S>                                 <C>                                             <C>
                                    S&P S-T Rating of A-1 or above                        0.00%
                                    ---------------------------------------------------------------------------
                                    S&P S-T Rating of A-2                                 4.00%
                                    ---------------------------------------------------------------------------
                                    S&P S-T Rating of A-3                                 5.00%
                                    ---------------------------------------------------------------------------
                                    S&P L-T Rating of BB+ or lower                        6.75%
                                    ---------------------------------------------------------------------------
</TABLE>

                                    L-T RATING means with respect to any Person,
                                    the unsecured, unguaranteed and otherwise
                                    unsupported long-term senior debt
                                    obligations of such Person.

                                    S-T RATING means with respect to any Person,
                                    the short-term unsecured, unguaranteed and
                                    otherwise unsupported short-term debt
                                    obligations of such Person.

         (ii)     ELIGIBLE COLLATERAL. On any date, the following items will
                  qualify as "ELIGIBLE COLLATERAL" for Party A:
<TABLE>
<CAPTION>

                                                                                        VALUATION
                                                                                        PERCENTAGE

<S>               <C>      <C>                                                          <C>
                  (A)      Cash                                                         100%


                  (B)      negotiable debt obligations issued                           98.5%
                           after 18 July 1984 by the U.S. Treasury Department
                           having a residual maturity on such date
                           of less than 1 year

                  (C)      negotiable debt obligations issued                           93.6%
                           after 18 July 1984 by the U.S. Treasury Department
                           having a residual maturity on such date
                           equal to or greater than
                           1 year but less than 5 years

                  (D)      negotiable debt obligations issued                           89.9%
                           after 18 July 1984 by the U.S. Treasury Department
                           having a residual maturity on such date
                           equal to or greater than 5 years but less
                           than 10 years
</TABLE>

         (iii)    OTHER ELIGIBLE SUPPORT. None.

         (iv)     THRESHOLDS.


<PAGE>

                  (A)      "INDEPENDENT AMOUNT" means with respect to Party A:
                           Zero, unless otherwise set forth in the relevant
                           Confirmation with respect to Party A.

                           "INDEPENDENT AMOUNT" means with respect to Party B:
                           Not applicable.

                  (B)      "THRESHOLD" means with respect to Party A and Party
                           B: Not applicable.

                  (C)      "MINIMUM TRANSFER AMOUNT" means with respect to
                           Party A: $50,000.

                           "MINIMUM TRANSFER AMOUNT" means with respect to Party
                           B: Not applicable.

                  (D)      ROUNDING The Delivery Amount and the Return Amount
                           will be rounded up and down respectively to the
                           nearest integral multiple of $10,000.


(c)      VALUATION AND TIMING.

         (i) "VALUATION AGENT" means Party A.

         (ii)     "VALUATION DATE" means,

                  (A)      in the event that (1) no Collateralization Event has
                           occurred, (2) a Collateralization Event has occurred
                           other than pursuant to Part 5(b)(1)(C), or (3) two or
                           more Collateralization Events have occurred pursuant
                           to Part 5(b)(1)(C) and any other subparagraph of Part
                           5(b)(1), each Local Business Day which, if treated as
                           a Valuation Date, would result in a Delivery Amount
                           or a Return Amount; and

                  (B)      in the event that a Collateralization Event has
                           occurred solely pursuant to Part 5(b)(1)(C), the last
                           Local Business Day of each calendar week.

         (iii)    "VALUATION TIME" means the close of business in the city of
                  the Valuation Agent on the Local Business Day before the
                  Valuation Date or date of calculation, as applicable, PROVIDED
                  that the calculations of Value and Exposure will be made as of
                  approximately the same time on the same date.

         (iv)     "NOTIFICATION TIME" means 4:00 p.m., London time, on a Local
                  Business Day.

(d)      CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES.

         No events shall constitute a "Specified Condition."

(e)      SUBSTITUTION.

         (i)      "SUBSTITUTION DATE" has the meaning specified in Paragraph
                  4(d)(ii).

         (ii)     CONSENT. The Pledgor must obtain the Secured Party's prior
                  consent to any substitution pursuant to Paragraph 4(d) and
                  shall give to the Secured Party not less than two (2) Local
                  Business Days' notice thereof specifying the items of Posted
                  Credit Support intended for substitution.

(f)      DISPUTE RESOLUTION.
<PAGE>

         (i)      "RESOLUTION TIME" means 4:00 p.m. London time on the Local
                  Business Day following the date on which the notice of the
                  dispute is given under Paragraph 5.

         (ii)     VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any
                  date, the Value of Eligible Collateral and Posted Collateral
                  will be calculated as follows:

                  (A)      with respect to any Cash; the amount thereof; and

                  (B)      with respect to any Eligible Collateral comprising
                           securities; the sum of (a)(x) the last bid price on
                           such date for such securities on the principal
                           national securities exchange on which such securities
                           are listed, multiplied by the applicable Valuation
                           Percentage or (y) where any such securities are not
                           listed on a national securities exchange, the bid
                           price for such securities quoted as at the close of
                           business on such date by any principal market maker
                           for such securities chosen by the Valuation Agent,
                           multiplied by the applicable Valuation Percentage or
                           (z) if no such bid price is listed or quoted for such
                           date, the last bid price listed or quoted (as the
                           case may be), as of the day next preceding such date
                           on which such prices were available; multiplied by
                           the applicable Valuation Percentage; plus (b) the
                           accrued interest on such securities (except to the
                           extent that such interest shall have been paid to the
                           Pledgor pursuant to Paragraph 6(d)(ii) or included in
                           the applicable price referred to in subparagraph (a)
                           above) as of such date.

         (iii)    ALTERNATIVE. The provisions of Paragraph 5 will apply provided
                  the obligation of the appropriate party to deliver the
                  undisputed amount to the other party will not arise prior to
                  the time that would otherwise have applied to the Transfer
                  pursuant to, or deemed made, under Paragraph 3 if no dispute
                  had arisen.

(g)      HOLDING AND USING POSTED COLLATERAL.

         (i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS:

                  The Trustee (as defined in the Pooling and Servicing
                  Agreement) will be entitled to hold Posted Collateral pursuant
                  to Paragraph 6(b).

         (ii)     USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c)
                  will not apply to Party B. Therefore, Party B will not have
                  any of the rights specified in Paragraph 6(c)(i) or 6(c)(ii).

(h)      DISTRIBUTIONS AND INTEREST AMOUNT.

         (i)      INTEREST RATE. The "INTEREST RATE" will be the annualized rate
                  of return actually achieved on Posted Collateral in the form
                  of Cash during the relevant Interest Period.

         (ii)     TRANSFER OF INTEREST AMOUNT. The Transfer of the Interest
                  Amount will be made on any Local Business Day on which Posted
                  Collateral in the form of Cash is Transferred to the Pledgor
                  pursuant to Paragraph 3(b).

         (iii)    ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph
                  6(d)(ii) will apply and for the purposes of calculating the
                  Interest Amount the amount of interest calculated for each day
                  of the Interest Period shall be compounded daily.

(i)      ADDITIONAL REPRESENTATION(S).
<PAGE>

         There are no additional representations by either party.

(j)      DEMANDS AND NOTICES.

         All demands, specifications and notices under this Annex will be made
         pursuant to the Notices Section of this Agreement, save that any
         demand, specification or notice:

         (i) shall be given to or made at the following addresses:

         If to Party A:

                  Address:          One Cabot Square
                                    London E14 4QJ
                                    England

                  Telephone:        44 20 7888 3083
                  Facsimile:        44 20 7883 7987
                  Attention:        Collateral Management Unit

         If to Party B:

                  As set forth in Part 4(a) of the Schedule;

         or at such other address as the relevant party may from time to time
         designate by giving notice (in accordance with the terms of this
         paragraph) to the other party;

         (ii)     shall (unless otherwise stated in this Annex) be deemed to be
                  effective at the time such notice is actually received unless
                  such notice is received on a day which is not a Local Business
                  Day or after the Notification Time on any Local Business Day
                  in which event such notice shall be deemed to be effective on
                  the next succeeding Local Business Day.

(k)      ADDRESS FOR TRANSFERS.

         Party A: To be notified to Party B by Party A at the time of the
         request for the Transfer.

         Party B: To be notified to Party A by Party B at the time of the
         request for the Transfer.

(l)      OTHER PROVISIONS.

         (i)      ADDITIONAL DEFINITIONS

                  As used in this Annex:

                           "EQUIVALENT COLLATERAL" means, with respect to any
                  security constituting Posted Collateral, a security of the
                  same issuer and, as applicable, representing or having the
                  same class, series, maturity, interest rate, principal amount
                  or liquidation value and such other provisions as are
                  necessary for that security and the security constituting
                  Posted Collateral to be treated as equivalent in the market
                  for such securities;

                  "LOCAL BUSINESS DAY" means: (i) any day on which commercial
                  banks are open for business (including dealings in foreign
                  exchange and foreign currency deposits) in London, and (ii) in
                  relation to a Transfer of Eligible Collateral, a day on which
                  the
<PAGE>

                  clearance system agreed between the parties for the delivery
                  of Eligible Collateral is open for acceptance and execution
                  of settlement instructions (or in the case of a Transfer of
                  Cash or other Eligible Collateral for which delivery is
                  contemplated by other means, a day on which commercial banks
                  are open for business (including dealings for foreign
                  exchange and foreign currency deposits) in New York and such
                  other places as the parties shall agree);

         (ii)     TRANSFER TIMING

                  (a) Paragraph 4(b) shall be deleted and replaced in its
                      entirety by the following paragraph:

                           "Subject to Paragraphs 4(a) and 5 and unless
                           otherwise specified, if a demand for the Transfer of
                           Eligible Credit Support or Posted Credit Support is
                           made by the Notification Time, then the relevant
                           Transfer will be made not later than the close of
                           business on the second Local Business Day thereafter;
                           if a demand is made after the Notification Time then
                           the relevant Transfer will be made not later than the
                           close of business on the third Local Business Day
                           thereafter."

                  (b)      Paragraph 6(d)(1) shall be amended so that the
                           reference therein to "the following Local Business
                           Day" shall be replaced by reference to "the second
                           Local Business Day thereafter".

         (iii)    EVENTS OF DEFAULT

                  Paragraph 7 shall be amended so that the references in
                  Paragraph 7(i), Paragraph 7(ii), and Paragraph 7(iii) to "two
                  Local Business Days," "five Local Business Days," and "thirty
                  days," respectively, shall instead be replaced by "one Local
                  Business Day," "three Local Business Days," and "three Local
                  Business Days," respectively.

         (iv)     RETURN OF FUNGIBLE SECURITIES

                  In lieu of returning to the Pledgor pursuant to Paragraphs
                  3(b), 4(d), 5 and 8(d) any Posted Collateral comprising
                  securities the Secured Party may return Equivalent Collateral.

         (v)      COVENANTS OF THE PLEDGOR

                  So long as the Agreement is in effect, the Pledgor covenants
                  that it will keep the Posted Collateral free from all security
                  interests or other encumbrances created by the Pledgor, except
                  the security interest created hereunder and any security
                  interests or other encumbrances created by the Secured Party;
                  and will not sell, transfer, assign, deliver or otherwise
                  dispose of, or grant any option with respect to any Posted
                  Collateral or any interest therein, or create, incur or permit
                  to exist any pledge, lien, mortgage, hypothecation, security
                  interest, charge, option or any other encumbrance with respect
                  to any Posted Collateral or any interest therein, without the
                  prior written consent of the Secured Party.

         (vi)     NO COUNTERCLAIM

                  A party's rights to demand and receive the Transfer of
                  Eligible Collateral as provided hereunder and its rights as
                  Secured Party against the Posted Collateral or otherwise shall
                  be absolute and subject to no counterclaim, set-off, deduction
                  or defense in favor of the
<PAGE>

                  Pledgor except as contemplated in Sections 2 and 6 of the
                  Agreement and Paragraph 8 of this Annex.

         (vii)    HOLDING COLLATERAL

                  The Secured Party shall cause any Custodian appointed
                  hereunder to open and maintain a segregated account and to
                  hold, record and identify all the Posted Collateral in such
                  segregated account and, subject to Paragraphs 6(c) and 8(a),
                  such Posted Collateral shall at all times be and remain the
                  property of the Pledgor and shall at no time constitute the
                  property of, or be commingled with the property of, the
                  Secured Party or the Custodian.

         (viii)   SECURITY AND PERFORMANCE

                  Eligible Collateral Transferred to the Secured Party
                  constitutes security and performance assurance without which
                  the Secured Party would not otherwise enter into and continue
                  any and all Transactions.

         (ix)     AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR

                  Party A and Party B agree that, notwithstanding anything to
                  the contrary in the recital to this Annex, Paragraph 1(b),
                  Paragraph 2 or the definitions in Paragraph 12, (a) the term
                  "SECURED PARTY" as used in this Annex means only Party B, (b)
                  the term "PLEDGOR" as used in this Annex means only Party A,
                  (c) only Party A makes the pledge and grant in Paragraph 2,
                  the acknowledgment in the final sentence of Paragraph 8(a) and
                  the representations in Paragraph 9 and (d) only Party A will
                  be required to make Transfers of Eligible Credit Support
                  hereunder.

         (x)      EXTERNAL VERIFICATION OF MARK-TO-MARKET VALUATIONS.

                  Every month after a Collateralization Event has occurred
                  pursuant to Part 5(b)(1)(C) and is continuing, then, unless
                  otherwise agreed in writing with S&P, Party A will verify its
                  determination of Exposure of the Transaction on the next
                  Valuation Date by seeking quotations from two (2) Reference
                  Market-makers for their determination of Exposure of the
                  Transaction on such Valuation Date and the Valuation Agent
                  will use the greater of either (a) its own determination or
                  (b) the highest quotation for a Reference Market-maker, if
                  applicable, for the next Valuation Date; PROVIDED, that this
                  Paragraph 13(l)(xi) shall only apply to the extent that the
                  Offered Certificates outstanding at such time (as defined in
                  the Pooling and Servicing Agreement) are rated higher by S&P
                  than the S&P L-T Rating of Party A; and PROVIDED FURTHER, that
                  Party A shall not seek verification of its determination of
                  Exposure as described above from the same Reference
                  Market-maker more than four times in any twelve-month period.



<PAGE>

                                  CREDIT SUISSE FIRST BOSTON INTERNATIONAL

                                  One Cabot Square,      Telephone 020 7888 8888
                                  London E14 4QJ         www.csfb.com

<TABLE>
<CAPTION>


<S>                                                        <C>
CREDIT SUISSE FIRST BOSTON INTERNATIONAL                   WELLS FARGO BANK N.A., NOT IN ITS INDIVIDUAL
                                                           CAPACITY, BUT SOLELY AS TRUSTEE FOR PARK PLACE
                                                           SECURITIES, INC., ASSET-BACKED PASS-THROUGH
                                                           CERTIFICATES, SERIES 2004-WCW1

By:
   -------------------------------------
     Name:
     Title:    Authorized Signatory




By:                                                        By:
   -------------------------------------                      -------------------------------------
     Name:                                                      Name:
     Title:    Authorized Signatory                             Title:

</TABLE>





                              FACSIMILE COVER SHEET


To:                                 Wells Fargo Bank N.A. not in its individual
                                    capacity but solely as Trustee for Park
                                    Place Securities, Inc. Asset-Backed Pass
                                    Through Certificates Series 2004 WCW1

Attention:                          Client Manager
                                    Park Place Securities Inc. 2004-WCW1

Fax:                                1 410 715 2380

Date:                               06 August 2004

Pages (including cover page):       8

Our Reference No: External ID: 9050079N/Risk ID: 47067139


Credit Suisse First Boston International has entered into a transaction with you
as attached. Please find a letter agreement (the "Confirmation") which confirms
the terms and conditions of the above transaction.

If you agree with the terms specified therein, PLEASE ARRANGE FOR THE
CONFIRMATION TO BE SIGNED BY YOUR AUTHORISED SIGNATORIES and return a signed
copy to this office to the facsimile listed below:
<PAGE>
<TABLE>
<CAPTION>


<S>                                                   <C>
FOR INTEREST RATE PRODUCTS:                           FOR EQUITY DERIVATIVES:
Telephone Numbers: (212) 538-9370                     Telephone numbers: (212) 538-4437 / (212) 538-8297
                                                      / (212) 325-5119

Facsimile number: (917) 326-8603
                                                      Facsimile number: (212) 325-8173

Email: list.otc-inc-accept-ny@csfb.com
</TABLE>


FOR CREDIT DERIVATIVES:
Telephone Numbers: (212) 538-9370

Facsimile number: (917) 326-8603

Email: list.otc-inc-accept-ny@csfb.com





CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the
individual or entity to which it is addressed and may contain information which
is privileged and confidential. If the reader of this message is not the
intended recipient or an employee or agent responsible for delivering the
message to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please notify us
immediately by telephone and return the original message to us by mail. Thank
you.





                                                                  06 August 2004

Wells Fargo Bank N.A. not in its individual capacity but solely as Trustee for
Park Place Securities, Inc. Asset-Backed Pass Through Certificates Series 2004
WCW1 9062 Old Annapolis Road Columbia MD 21045

External ID: 9050079N

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

Dear Sir/Madam

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.

1.       The definitions and provisions contained in the 2000 ISDA Definitions
         (as published by the International Swaps and Derivatives Association,
         Inc.) are incorporated into this Confirmation. In the event of any
         inconsistency between those definitions and provisions and this
         Confirmation, this Confirmation will govern. References herein to a
         "Transaction" shall be deemed to be references to a "Swap Transaction"
         for the purposes of the 2000 ISDA Definitions.

<PAGE>


         This Confirmation supplements, forms part of, and is subject to, the
         1992 ISDA Master Agreement dated as of 06 August 2004 as amended and
         supplemented from time to time (the "Agreement"), between you and us.
         All provisions contained in the Agreement govern this Confirmation
         except as expressly modified below.


         IN THIS CONFIRMATION "CSFBI" MEANS CREDIT SUISSE FIRST BOSTON
         INTERNATIONAL AND "COUNTERPARTY" MEANS WELLS FARGO BANK N.A. NOT IN ITS
         INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE FOR PARK PLACE SECURITIES,
         INC. ASSET-BACKED PASS THROUGH CERTIFICATES SERIES 2004 WCW1.

     2. The terms of the particular Transaction to which this Confirmation
relates are as follows:


                  Notional Amount:                   The Calculation Base
                                                     Amount, which shall
                                                     initially be USD
                                                     15,632,758.33, subject to
                                                     reduction as set out in the
                                                     Additional Terms.

                  Trade Date:                        16 July 2004

                  Effective Date:                    06 August 2004

                  Termination Date:                  25 May 2010




         Fixed Amounts:

                  Fixed Amount Payer:                Counterparty

                  Fixed Amount Payer
                  Payment Dates:                     The 25th calendar day of
                                                     each month from and
                                                     including 25 September 2004
                                                     to and including the
                                                     Termination Date subject to
                                                     adjustment in accordance
                                                     with the Following Business
                                                     Day Convention.

                  Fixed Amount:                      For a Fixed Amount Payer
                                                     Payment Date the amount set
                                                     out in the Additional Terms
                                                     for such Fixed Amount Payer
                                                     Payment Date.

         Floating Amounts:

                  Floating Rate Payer:               CSFBi

                     Floating Amounts:               The amount calculated
                                                     pursuant to Section 6.1(a)
                                                     of the 2000 ISDA
                                                     Definitions as the CSFBi
                                                     Floating Amount shall be
                                                     multiplied by 100 (the
                                                     "Payment Factor") and the
                                                     resulting product shall be
                                                     the actual
<PAGE>

                                                     CSFBi Floating Amount for
                                                     the respective Calculation
                                                     Period

                  Floating Rate Payer
                  Period End Dates:                  The 25th calendar day of
                                                     each month from and
                                                     including 25 September 2004
                                                     to and including the
                                                     Termination Date subject to
                                                     adjustment in accordance
                                                     with the Modified Following
                                                     Business Day Convention.

                  Floating Rate Payer
                  Payment Dates:                     One Business Day prior to
                                                     the 25th calendar day of
                                                     each month from and
                                                     including 25 September 2004
                                                     to and including the
                                                     Termination Date subject to
                                                     adjustment in accordance
                                                     with the Modified Following
                                                     Business Day Convention.

                  Floating Rate Option:              USD-LIBOR-BBA

                  Designated Maturity:               1 month, provided, however,
                                                     with respect to the initial
                                                     Calculation Period Linear
                                                     Interpolation shall apply
                                                     based upon a Designated
                                                     Maturity of 1 month and a
                                                     Designated Maturity of 2
                                                     months.

                  Spread:                            None

                  Floating Rate
                  Day Count Fraction:                Actual/360

                  Reset Dates:                       The first day of each
                                                     Calculation Period

                  Compounding:                       Inapplicable

         Business Day:                               New York

         Calculation Agent:                          CSFBi

3.       Account Details:

<TABLE>
<CAPTION>

<S>               <C>                                  <C>
                  Payments to CSFBi:                   Bank of New York
                                                       SWIFT IRVTUS3N
                                                              for favour Credit Suisse First Boston
                                                       International, London
                                                       A/c No. 8900360968

                  Payments to Counterparty:            Wells Fargo Bank, N.A.
                                                       San Francisco, CA
                                                              ABA# 121-000-248
                                                       Acct# 3970771416
                                                       Acct Name:  SAS Clearing
<PAGE>

                                                       For further Credit:      PPSI 2004-WCW1
                                                       Swap Account # 18180502
</TABLE>




Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Counterparty on request.


<PAGE>


<TABLE>
<CAPTION>

                                ADDITIONAL TERMS


-------------------------------------------------------------------------------------------------
    CALCULATION PERIOD UP TO BUT                                             FIXED AMOUNT
     EXCLUDING THE PAYMENT DATE     CALCULATION BASE AMOUNT (IN USD):          (IN USD):
       SCHEDULED TO OCCUR ON:
-------------------------------------------------------------------------------------------------
<S>          <C>                             <C>                            <C>
             9/25/2004                        15,632,758.33                  6,764,251.11
-------------------------------------------------------------------------------------------------
             10/25/2004                       15,105,785.56                  4,001,774.36
-------------------------------------------------------------------------------------------------
             11/25/2004                       14,596,706.82                  3,866,910.91
-------------------------------------------------------------------------------------------------
             12/25/2004                       14,104,910.25                  3,736,625.81
-------------------------------------------------------------------------------------------------
             1/25/2005                        13,629,805.03                  3,610,762.52
-------------------------------------------------------------------------------------------------
             2/25/2005                        13,170,820.70                  3,489,169.92
-------------------------------------------------------------------------------------------------
             3/25/2005                        12,727,406.36                  3,371,702.07
-------------------------------------------------------------------------------------------------
             4/25/2005                        12,299,030.11                  3,258,218.06
-------------------------------------------------------------------------------------------------
             5/25/2005                        11,885,178.32                  3,148,581.82
-------------------------------------------------------------------------------------------------
             6/25/2005                        11,485,355.00                  3,042,661.96
-------------------------------------------------------------------------------------------------
             7/25/2005                        11,099,081.23                  2,940,331.60
-------------------------------------------------------------------------------------------------
             8/25/2005                        10,725,894.51                  2,841,468.22
-------------------------------------------------------------------------------------------------
             9/25/2005                        10,365,348.28                  2,745,953.51
-------------------------------------------------------------------------------------------------
             10/25/2005                       10,017,011.27                  2,653,673.24
-------------------------------------------------------------------------------------------------
             11/25/2005                        9,680,467.05                  2,564,517.06
-------------------------------------------------------------------------------------------------
             12/25/2005                        9,355,313.48                  2,478,378.46
-------------------------------------------------------------------------------------------------
             1/25/2006                         9,041,162.23                  2,395,154.56
-------------------------------------------------------------------------------------------------
             2/25/2006                         8,737,638.26                  2,314,746.00
-------------------------------------------------------------------------------------------------
             3/25/2006                         8,444,379.45                  2,237,056.86
-------------------------------------------------------------------------------------------------
             4/25/2006                         8,161,036.08                  2,161,994.47
-------------------------------------------------------------------------------------------------
             5/25/2006                         7,887,270.42                  2,089,469.39
-------------------------------------------------------------------------------------------------
             6/25/2006                         7,632,508.61                  2,021,978.74
-------------------------------------------------------------------------------------------------
             7/25/2006                         3,550,648.89                   940,626.07
-------------------------------------------------------------------------------------------------
             8/25/2006                         3,441,633.12                   911,745.97
-------------------------------------------------------------------------------------------------
             9/25/2006                         3,335,994.12                   883,760.44
-------------------------------------------------------------------------------------------------
             10/25/2006                        3,233,626.04                   856,641.43
-------------------------------------------------------------------------------------------------
             11/25/2006                        3,134,426.43                   830,361.80
-------------------------------------------------------------------------------------------------
             12/25/2006                        3,038,296.06                   804,895.26
-------------------------------------------------------------------------------------------------
             1/25/2007                         2,945,138.88                   780,216.37
-------------------------------------------------------------------------------------------------
             2/25/2007                         2,854,861.86                   756,300.49
-------------------------------------------------------------------------------------------------
             3/25/2007                         2,767,374.94                   733,123.74
-------------------------------------------------------------------------------------------------
             4/25/2007                         2,682,590.89                   710,663.04
<PAGE>

-------------------------------------------------------------------------------------------------
             5/25/2007                         2,600,425.28                   688,896.00
-------------------------------------------------------------------------------------------------
             6/25/2007                         2,520,796.40                   667,800.98
-------------------------------------------------------------------------------------------------
             7/25/2007                         1,680,981.55                   445,320.03
-------------------------------------------------------------------------------------------------
             8/25/2007                         1,633,797.69                   432,820.24
-------------------------------------------------------------------------------------------------
             9/25/2007                         1,587,925.95                   420,668.05
-------------------------------------------------------------------------------------------------
             10/25/2007                        1,543,330.10                   408,853.87
-------------------------------------------------------------------------------------------------
             11/25/2007                        1,499,974.89                   397,368.35
-------------------------------------------------------------------------------------------------
             12/25/2007                        1,457,826.05                   386,202.42
-------------------------------------------------------------------------------------------------
             1/25/2008                         1,416,850.24                   375,347.24
-------------------------------------------------------------------------------------------------
             2/25/2008                         1,377,015.05                   364,794.24
-------------------------------------------------------------------------------------------------
             3/25/2008                         1,338,288.96                   354,535.05
-------------------------------------------------------------------------------------------------
             4/25/2008                         1,300,641.31                   344,561.56
-------------------------------------------------------------------------------------------------
             5/25/2008                         1,264,042.27                   334,865.86
-------------------------------------------------------------------------------------------------
             6/25/2008                         1,228,462.86                   325,440.29
-------------------------------------------------------------------------------------------------
             7/25/2008                         1,193,874.88                   316,277.35
-------------------------------------------------------------------------------------------------
             8/25/2008                         1,160,250.91                   307,369.80
-------------------------------------------------------------------------------------------------
             9/25/2008                         1,127,564.27                   298,710.57
-------------------------------------------------------------------------------------------------
             10/25/2008                        1,095,789.04                   290,292.78
-------------------------------------------------------------------------------------------------
             11/25/2008                        1,064,899.99                   282,109.76
-------------------------------------------------------------------------------------------------
             12/25/2008                        1,034,872.59                   274,155.00
-------------------------------------------------------------------------------------------------
             1/25/2009                         1,005,683.00                   266,422.19
-------------------------------------------------------------------------------------------------
             2/25/2009                          977,308.02                    258,905.18
-------------------------------------------------------------------------------------------------
             3/25/2009                          949,725.08                    251,598.00
-------------------------------------------------------------------------------------------------
             4/25/2009                          922,912.26                    244,494.84
-------------------------------------------------------------------------------------------------
             5/25/2009                          896,848.23                    237,590.04
-------------------------------------------------------------------------------------------------
             6/25/2009                          871,512.23                    230,878.11
-------------------------------------------------------------------------------------------------
             7/25/2009                          846,884.10                    224,353.71
-------------------------------------------------------------------------------------------------
             8/25/2009                          822,944.21                    218,011.64
-------------------------------------------------------------------------------------------------
             9/25/2009                          799,673.50                    211,846.84
-------------------------------------------------------------------------------------------------
             10/25/2009                         777,053.40                    205,854.40
-------------------------------------------------------------------------------------------------
             11/25/2009                         755,065.88                    200,029.54
-------------------------------------------------------------------------------------------------
             12/25/2009                         733,693.39                    194,367.61
-------------------------------------------------------------------------------------------------
             1/25/2010                          712,918.88                    188,864.09
-------------------------------------------------------------------------------------------------
             2/25/2010                          692,725.76                    183,514.60
-------------------------------------------------------------------------------------------------
             3/25/2010                          673,097.89                    178,314.85
-------------------------------------------------------------------------------------------------
             4/25/2010                          654,019.58                    173,260.69
-------------------------------------------------------------------------------------------------
             5/25/2010                          635,475.59                    168,348.08
-------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.

Yours faithfully,

CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By its Agent: Credit Suisse First Boston LLC



By:_____________________________
Name:
Title:


Confirmed as of the date first written above:

Wells Fargo Bank N.A. not in its individual capacity but solely as Trustee for
Park Place Securities, Inc. Asset-Backed Pass Through Certificates Series 2004
WCW1



By:________________________________
Name:
Title:








<PAGE>


                                    EXHIBIT I

                                   [Reserved]



                                       I-1

<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-WCW1;

                  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.. and Countrywide Home Loans Servicing LP.

Date: __________________

                                               -----------------------
                                               [Signature]
                                               [Title]







                                      J-1-1

<PAGE>



                                   EXHIBIT J-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

                        Re: Park Place Securities, Inc.,
                   Asset-Backed Certificates, Series 2004-WCW1

                  I, [identify the certifying individual], a [title] of Wells
Fargo Bank, N.A., as Trustee, hereby certify to Park Place Securities, Inc. (the
"Depositor"), and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these distribution reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated August
1, 2004 (the "Pooling and Servicing Agreement"), among the Registrant as
depositor, Countrywide Home Loans Servicing LP as master servicer and Wells
Fargo Bank, N.A. as trustee.

                                  WELLS FARGO BANK, N.A., as Trustee


                                  By:__________________________________
                                  Name:
                                  Title:
                                  Date:


                                      J-2-1

<PAGE>



                                   EXHIBIT J-3

     FORM CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K


             Re:      Park Place Securities, Inc.,
                      Asset-Backed Certificates, Series 2004-WCW1

                  I, [identify the certifying individual], a [title] of
Countrywide Home Loans Servicing LP, 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 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 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 August 1, 2004
(the "Pooling and Servicing Agreement"), among the Registrant as depositor,
Countrywide Home Loans Servicing LP as master servicer and Wells Fargo Bank,
N.A. as trustee.

Date: __________________

                                         -----------------------
                                         [Signature]
                                         [Title]







                                      J-3-1

<PAGE>



                                    EXHIBIT K

                                   [Reserved]


                                       K-2

<PAGE>



                                    EXHIBIT L

                                   [Reserved]


                                       L-1

<PAGE>



                                    EXHIBIT M

             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                           Park Place Securities, Inc.
            Asset-Backed Pass-Through Certificates, Series 2004-WCW1


                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of Countrywide Home Loans Servicing LP (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 August 1, 2004 (the
"Agreement"), among Park Place Securities, Inc., as depositor, the Master
Servicer and Wells Fargo Bank, N.A., as trustee.

                  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: _________________




                                       M-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:



                                       M-2

<PAGE>



                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper










                                  Schedule I-1

<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request



                                  Schedule-2-1