EXHIBIT 4.1



                           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 September 1, 2004
                    ________________________________________


                     Asset-Backed Pass-Through Certificates

                                Series 2004-MCW1


<PAGE>
<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS
                                          -----------------
SECTION                                                                                PAGE
-------                                                                                ----
<S>                                                                                     <C>
ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

   SECTION 1.01.     Defined Terms.. . . . . . . . . . . . . . . . . . . . . . . . . .    6
   SECTION 1.02.     Allocation of Certain Interest Shortfalls.. . . . . . . . . . . .   59
   SECTION 1.03.     Rights of the Certificate Insurer and the NIMS Insurer. . . . . .   60

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES . . . . . .   61

   SECTION 2.01.     Conveyance of Mortgage Loans. . . . . . . . . . . . . . . . . . .   61
   SECTION 2.02.     Acceptance of REMIC I by the Trustee. . . . . . . . . . . . . . .   63
   SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by
                     the Seller or the Depositor; Payment of Prepayment Charge Payment
                     Amounts.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   SECTION 2.04.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
   SECTION 2.05.     Representations, Warranties and Covenants of the
                     Master Servicer.. . . . . . . . . . . . . . . . . . . . . . . . .   67
   SECTION 2.06.     Issuance of the REMIC I Regular Interests and the
                     Class R-I Interest. . . . . . . . . . . . . . . . . . . . . . . .   70
   SECTION 2.07.     Conveyance of the REMIC I Regular Interests;
                     Acceptance of REMIC II, REMIC III and REMIC IV by the Trustee.. .   70
   SECTION 2.08.     Issuance of Class R Certificates and Class
                     R-X Certificates. . . . . . . . . . . . . . . . . . . . . . . . .   71

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS . . . . . . . . . . . .   72

   SECTION 3.01.     Master Servicer to Act as Master Servicer.. . . . . . . . . . . .   72
   SECTION 3.02.     Collection of Certain Mortgage
                     Loan Payments.. . . . . . . . . . . . . . . . . . . . . . . . . .   74
   SECTION 3.03.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .   75
   SECTION 3.04.     Collection Account, Escrow Account and
                     Distribution Account. . . . . . . . . . . . . . . . . . . . . . .   75
   SECTION 3.05.     Permitted Withdrawals From the Collection
                     Account, Escrow Account and Distribution Account. . . . . . . . .   79
   SECTION 3.06.     Investment of Funds in the Collection Account,
                     the Escrow Account, the REO Account and the Distribution
                     Account.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
   SECTION 3.07.     Payment of Taxes, Insurance and Other
                     Charges.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   83
   SECTION 3.08.     Maintenance of Hazard Insurance.. . . . . . . . . . . . . . . . .   83
   SECTION 3.09.     Maintenance of Mortgage Blanket Insurance.. . . . . . . . . . . .   84
   SECTION 3.10.     Fidelity Bond; Errors and Omissions Insurance.. . . . . . . . . .   85
   SECTION 3.11.     Enforcement of Due-On-Sale Clauses;
                     Assumption Agreements.. . . . . . . . . . . . . . . . . . . . . .   85
   SECTION 3.12.     Realization Upon Defaulted Mortgage
                     Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   86
   SECTION 3.13.     Title, Management and Disposition of
                     REO Property. . . . . . . . . . . . . . . . . . . . . . . . . . .   88
   SECTION 3.14.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
   SECTION 3.15.     Reports of Foreclosure and Abandonment of
                     Mortgaged Properties. . . . . . . . . . . . . . . . . . . . . . .   91
   SECTION 3.16.     Optional Purchase of Defaulted Mortgage
                     Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
   SECTION 3.17.     Trustee to Cooperate; Release of Mortgage
                     Files.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
   SECTION 3.18.     Servicing Compensation. . . . . . . . . . . . . . . . . . . . . .   94


                                        i
<PAGE>
   SECTION 3.19.     Statement as to Compliance. . . . . . . . . . . . . . . . . . . .   94
   SECTION 3.20.     Independent Public Accountants' Servicing
                     Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   94
   SECTION 3.21.     Access to Certain Documentation.. . . . . . . . . . . . . . . . .   95
   SECTION 3.22.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .   96
   SECTION 3.23.     Advance Facility. . . . . . . . . . . . . . . . . . . . . . . . .   96

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS. . . . . . . . . . . . . . . . . . . . . . .   98

   SECTION 4.01.     Distributions.. . . . . . . . . . . . . . . . . . . . . . . . . .   98
   SECTION 4.02.     Statements to Certificateholders. . . . . . . . . . . . . . . . .  107
   SECTION 4.03.     Remittance Reports and Other Reports to the
                     Trustee; Advances; Payments in Respect of Prepayment Interest
                     Shortfalls. . . . . . . . . . . . . . . . . . . . . . . . . . . .  111
   SECTION 4.04.     Allocation of Realized Losses.. . . . . . . . . . . . . . . . . .  113
   SECTION 4.05.     Compliance with Withholding Requirements. . . . . . . . . . . . .  116
   SECTION 4.06.     Commission Reporting. . . . . . . . . . . . . . . . . . . . . . .  116
   SECTION 4.07.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .  118
   SECTION 4.08.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .  118
   SECTION 4.09.     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . .  118
   SECTION 4.10.     Net WAC Rate Carryover Reserve Account. . . . . . . . . . . . . .  118
   SECTION 4.11.     The Certificate Insurance Policy. . . . . . . . . . . . . . . . .  119
   SECTION 4.12.     Effect of Payments by the Certificate Insurer;
                     Subrogation.. . . . . . . . . . . . . . . . . . . . . . . . . . .  121

ARTICLE V THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  123

   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.. . . . . . . . . . . . . . . . . .  131
   SECTION 5.06.     Rights of the Certificate Insurer to Exercise
                     Rights of Class A-1 Certificateholders. . . . . . . . . . . . . .  131
   SECTION 5.07.     Certificate Insurer Default.. . . . . . . . . . . . . . . . . . .  132

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER . . . . . . . . . . . . . . . . . . .  133

   SECTION 6.01.     Liability of the Depositor and the Master
                     Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  133
   SECTION 6.02.     Merger or Consolidation of the Depositor
                     or the Master Servicer. . . . . . . . . . . . . . . . . . . . . .  133
   SECTION 6.03.     Limitation on Liability of the Depositor,
                     the Master Servicer and Others. . . . . . . . . . . . . . . . . .  133
   SECTION 6.04.     Limitation on Resignation of the Master
                     Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  134
   SECTION 6.05.     Rights of the Depositor in Respect of the
                     Master Servicer.. . . . . . . . . . . . . . . . . . . . . . . . .  135
   SECTION 6.06.     Sub-Servicing Agreements Between the
                     Master Servicer and Sub-Servicers.. . . . . . . . . . . . . . . .  136
   SECTION 6.07.     Successor Sub-Servicers.. . . . . . . . . . . . . . . . . . . . .  137
   SECTION 6.08.     Liability of the Master Servicer. . . . . . . . . . . . . . . . .  137
   SECTION 6.09.     No Contractual Relationship Between
                     Sub-Servicers and the NIMS Insurer, the Certificate
                     Insurer, the Trustee or Certificateholders. . . . . . . . . . . .  137


                                       ii
<PAGE>
   SECTION 6.10.     Assumption or Termination of Sub-Servicing
                     Agreements by Trustee.. . . . . . . . . . . . . . . . . . . . . .  138
   SECTION 6.11.     Sub-Servicing Accounts. . . . . . . . . . . . . . . . . . . . . .  138

ARTICLE VII DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  140

   SECTION 7.01.     Master Servicer Events of Default.. . . . . . . . . . . . . . . .  140
   SECTION 7.02.     Trustee to Act; Appointment of Successor. . . . . . . . . . . . .  142
   SECTION 7.03.     Notification to Certificateholders. . . . . . . . . . . . . . . .  144
   SECTION 7.04.     Waiver of Master Servicer Events of Default.. . . . . . . . . . .  144

ARTICLE VIII CONCERNING THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . .  145

   SECTION 8.01.     Duties of Trustee.. . . . . . . . . . . . . . . . . . . . . . . .  145
   SECTION 8.02.     Certain Matters Affecting the Trustee.. . . . . . . . . . . . . .  146
   SECTION 8.03.     The Trustee Not Liable for Certificates or
                     Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . . . .  147
   SECTION 8.04.     Trustee May Own Certificates. . . . . . . . . . . . . . . . . . .  148
   SECTION 8.05.     Trustee's Fees and Expenses.. . . . . . . . . . . . . . . . . . .  148
   SECTION 8.06.     Eligibility Requirements for Trustee. . . . . . . . . . . . . . .  149
   SECTION 8.07.     Resignation and Removal of the Trustee. . . . . . . . . . . . . .  149
   SECTION 8.08.     Successor Trustee.. . . . . . . . . . . . . . . . . . . . . . . .  150
   SECTION 8.09.     Merger or Consolidation of Trustee. . . . . . . . . . . . . . . .  151
   SECTION 8.10.     Appointment of Co-Trustee or Separate
                     Trustee.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  151
   SECTION 8.11.     Appointment of Custodians.. . . . . . . . . . . . . . . . . . . .  152
   SECTION 8.12.     Appointment of Office or Agency.. . . . . . . . . . . . . . . . .  152
   SECTION 8.13.     Representations and Warranties of the
                     Trustee.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  152

ARTICLE IX TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  154

   SECTION 9.01.     Termination Upon Repurchase or
                     Liquidation of All Mortgage Loans.. . . . . . . . . . . . . . . .  154
   SECTION 9.02.     Additional Termination Requirements.. . . . . . . . . . . . . . .  156

ARTICLE X REMIC PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  158

   SECTION 10.01.     REMIC Administration.. . . . . . . . . . . . . . . . . . . . . .  158
   SECTION 10.02.     Prohibited Transactions and Activities.. . . . . . . . . . . . .  161
   SECTION 10.03.     Master Servicer and Trustee Indemnification. . . . . . . . . . .  161

ARTICLE XI MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . .  162

   SECTION 11.01.     Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . .  162
   SECTION 11.02.     Recordation of Agreement; Counterparts.. . . . . . . . . . . . .  163
   SECTION 11.03.     Limitation on Rights of Certificateholders.. . . . . . . . . . .  164
   SECTION 11.04.     Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .  164
   SECTION 11.05.     Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  165
   SECTION 11.06.     Severability of Provisions.. . . . . . . . . . . . . . . . . . .  165
   SECTION 11.07.     Notice to Rating Agencies, the Certificate
                      Insurer and the NIMS Insurer . . . . . . . . . . . . . . . . . .  165
   SECTION 11.08.     Article and Section References.. . . . . . . . . . . . . . . . .  166


                                      iii
<PAGE>
   SECTION 11.09.     Grant of Security Interest.. . . . . . . . . . . . . . . . . . .  167
   SECTION 11.10.     Third Party Rights.. . . . . . . . . . . . . . . . . . . . . . .  167
</TABLE>

                                       iv
<PAGE>
Exhibits
--------

Exhibit  A-1      Form  of  Class  A-1  Certificate
Exhibit  A-2      Form  of  Class  A-2  Certificate
Exhibit  A-3      Form  of  Class  A-3  Certificate
Exhibit  A-4      Form  of  Class  A-4  Certificate
Exhibit  A-5      Form  of  Class  A-5  Certificate
Exhibit  A-6      Form  of  Class  M-1  Certificate
Exhibit  A-7      Form  of  Class  M-2  Certificate
Exhibit  A-8      Form  of  Class  M-3  Certificate
Exhibit  A-9      Form  of  Class  M-4  Certificate
Exhibit  A-10     Form  of  Class  M-5  Certificate
Exhibit  A-11     Form  of  Class  M-6  Certificate
Exhibit  A-12     Form  of  Class  M-7  Certificate
Exhibit  A-13     Form  of  Class  M-8  Certificate
Exhibit  A-14     Form  of  Class  M-9  Certificate
Exhibit  A-15     Form  of  Class  M-10  Certificate
Exhibit  A-16     Form  of  Class  CE  Certificate
Exhibit  A-17     Form  of  Class  P  Certificate
Exhibit  A-18     Form  of  Class  R  Certificate
Exhibit  A-19     Form  of  Class  R-X  Certificate
Exhibit  B        Form  of  Lost  Note  Affidavit
Exhibit  C-1      Form  of  Trustee's  Initial  Certification
Exhibit  C-2      Form  of  Trustee's  Final  Certification
Exhibit  C-3      Form  of  Trustee's  Receipt  of  Mortgage  Note
Exhibit  D        Form  of  Mortgage  Loan  Purchase  Agreement
Exhibit  E        Request  for  Release
Exhibit  F-1      Form of Transferor Representation Letter and Form of
                  Transferee Representation  Letter  in  Connection  with
                  Transfer  of Class CE  and Class P Certificates  Pursuant
                  to  Rule  144A  Under  the  1933  Act
Exhibit  F-2      Form of Transfer Affidavit and Agreement and Form of
                  Transferor Affidavit in Connection with Transfer of Residual
                  Certificates
Exhibit  G        Form of Certification with  respect  to  ERISA  and the Code
Exhibit  H        Form  of  Cap  Contracts
Exhibit  I        [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        Annual Statement of Compliance pursuant  to  Section  3.19
Schedule  1       Mortgage  Loan  Schedule
Schedule  2       Prepayment  Charge  Schedule


                                        v
<PAGE>
          This  Pooling  and  Servicing  Agreement, is dated and effective as of
September  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.


<PAGE>
                                     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 and the Cap Contracts) 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-LTAA       Variable(2)       $        881,999,703.89  September 25, 2034
I-LTA1       Variable(2)       $          5,850,400.00  September 25, 2034
I-LTA2       Variable(2)       $            776,050.00  September 25, 2034
I-LTA3       Variable(2)       $            328,000.00  September 25, 2034
I-LTA4       Variable(2)       $            375,000.00  September 25, 2034
I-LTA5       Variable(2)       $             73,050.00  September 25, 2034
I-LTM1       Variable(2)       $            261,000.00  September 25, 2034
I-LTM2       Variable(2)       $            247,500.00  September 25, 2034
I-LTM3       Variable(2)       $            157,500.00  September 25, 2034
I-LTM4       Variable(2)       $            157,500.00  September 25, 2034
I-LTM5       Variable(2)       $            126,000.00  September 25, 2034
I-LTM6       Variable(2)       $             94,500.00  September 25, 2034
I-LTM7       Variable(2)       $             90,000.00  September 25, 2034
I-LTM8       Variable(2)       $             90,000.00  September 25, 2034
I-LTM9       Variable(2)       $             72,000.00  September 25, 2034
I-LTM10      Variable(2)       $             90,000.00  September 25, 2034
I-LTZZ       Variable(2)       $          9,211,493.96  September 25, 2034
I-LTP        Variable(2)       $                100.00  September 25, 2034
I-1SUB       Variable(2)       $             25,250.92  September 25, 2034
I-1GRP       Variable(2)       $            142,258.93  September 25, 2034
I-2SUB       Variable(2)       $              6,699.02  September 25, 2034
I-2GRP       Variable(2)       $             37,741.02  September 25, 2034
I-XX         Variable(2)       $        899,787,747.96  September 25, 2034

<FN>
________________
(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.
</TABLE>


                                        2
<PAGE>
                                    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 Pass-Through Rate, the initial aggregate Certificate Principal
Balance  and,  solely  for  purposes  of  satisfying Treasury regulation section
1.860G-1(a)(4)(iii),  the  "latest  possible  maturity  date"  for the indicated
Classes  of  Certificates.

<TABLE>
<CAPTION>
                                         Initial Aggregate
                                       Certificate Principal     Latest Possible
Designation        Pass-Through Rate          Balance           Maturity Date(1)
-----------------  ------------------  ----------------------  ------------------
<S>                <C>                 <C>                     <C>
Class A-1          Variable(2)         $     1,170,080,000.00  September 25, 2034
Class A-2          Variable(2)         $       155,210,000.00  September 25, 2034
Class A-3          Variable(2)         $        65,600,000.00  September 25, 2034
Class A-4          Variable(2)         $        75,000,000.00  September 25, 2034
Class A-5          Variable(2)         $        14,610,000.00  September 25, 2034
Class M-1          Variable(2)         $        52,200,000.00  September 25, 2034
Class M-2          Variable(2)         $        49,500,000.00  September 25, 2034
Class M-3          Variable(2)         $        31,500,000.00  September 25, 2034
Class M-4          Variable(2)         $        31,500,000.00  September 25, 2034
Class M-5          Variable(2)         $        25,200,000.00  September 25, 2034
Class M-6          Variable(2)         $        18,900,000.00  September 25, 2034
Class M-7          Variable(2)         $        18,000,000.00  September 25, 2034
Class M-8          Variable(2)         $        18,000,000.00  September 25, 2034
Class M-9          Variable(2)         $        14,400,000.00  September 25, 2034
Class M-10         Variable(2)         $        18,000,000.00  September 25, 2034
Class CE Interest  Variable(2)(3)      $        42,299,395.70  September 25, 2034
Class P Interest        N/A(4)         $               100.00  September 25, 2034

<FN>
________________
1)   Solely  for  purposes  of  Section  1.860G-1(a)(4)(iii)  of  the  Treasury
     regulations,  the Distribution Date immediately following the maturity date
     for  the Mortgage Loan with the latest maturity date has been designated as
     the  "latest  possible  maturity  date"  for  each  Class  of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The  Class  CE  Interest  will accrue interest at its variable Pass-Through
     Rate  on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the Uncertificated Balance of the REMIC I Regular
     Interests  (other  than  REMIC  I  Regular  Interest  I-LTP).  The Class CE
     Interest  will  not  accrue  interest on its Certificate Principal Balance.
(4)  The  Class  P  Interest  will  not  accrue  interest.
</TABLE>


                                        3
<PAGE>
                                    REMIC III
                                    ---------

          As  provided  herein,  the  Trustee will elect to treat the segregated
pool of assets consisting of the Class CE Interest as a REMIC for federal income
tax  purposes,  and  such segregated pool of assets 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.

<TABLE>
<CAPTION>
                                         Initial Aggregate
                                       Certificate Principal     Latest Possible
Designation        Pass-Through Rate          Balance           Maturity Date(1)
-----------------  ------------------  ----------------------  ------------------
<S>                <C>                 <C>                     <C>
Class CE Interest  Variable(2)         $        42,299,395.70  September 25, 2034
<FN>
________________
1)   Solely  for  purposes  of  Section  1.860G-1(a)(4)(iii)  of  the  Treasury
     regulations,  the Distribution Date immediately following the maturity date
     for  the Mortgage Loan with the latest maturity date has been designated as
     the  "latest  possible  maturity  date"  for  the  Class  CE  Certificates.
(2)  The  Class CE Certificates will receive 100% of amounts received in respect
     of  the  Class  CE  Interest.
</TABLE>


                                        4
<PAGE>
                                    REMIC IV
                                    --------

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

<TABLE>
<CAPTION>
                                        Initial Aggregate
                                      Certificate Principal     Latest Possible
Designation       Pass-Through Rate          Balance           Maturity Date(1)
----------------  ------------------  ----------------------  -------------------
<S>               <C>                 <C>                     <C>
Class P Interest  Variable(2)         $               100.00  September 25, 2034
<FN>
________________
1)   Solely  for  purposes  of  Section  1.860G-1(a)(4)(iii)  of  the  Treasury
     regulations,  the Distribution Date immediately following the maturity date
     for  the Mortgage Loan with the latest maturity date has been designated as
     the  "latest  possible  maturity  date"  for  the  Class  P  Certificates.
(2)  The  Class  P Certificates will receive 100% of amounts received in respect
     of  the  Class  P  Interest.
</TABLE>

          As  of  the  Cut-off Date, the Group I Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $1,422,589,328.22 and the Group II Mortgage
Loans  had  an  aggregate  Scheduled Principal Balance equal to $377,410,167.48.

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


                                        5
<PAGE>
                                    ARTICLE

                                  IDEFINITIONS

          SECTION  1.01.     Defined  Terms.

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

          "Accrued  Certificate  Interest":  With  respect  to  any  Class  of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period  at the Pass-Through Rate for such Certificate for such Distribution Date
on  the  Certificate  Principal Balance, in the case of the 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  each  Adjustable-Rate Mortgage
Loan,  the  first  day  of the month in which the Mortgage Rate of such Mortgage
Loan  changes  pursuant to the related Mortgage Note.  The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in  the  Mortgage  Loan  Schedule.


                                        6
<PAGE>
          "Advance":  As  to any Mortgage Loan or REO Property, any advance made
by  the  Master  Servicer  or  a  successor  Master  Servicer  in respect of any
Distribution  Date  representing  the aggregate of all payments of principal and
interest,  net of the Servicing Fee, that were due during the related Due Period
on  the  Mortgage  Loans  and  that were delinquent on the related Determination
Date,  plus  certain  amounts  representing  assumed payments not covered by any
current  net  income on the Mortgaged Properties acquired by foreclosure or deed
in  lieu  of  foreclosure  as  determined  pursuant  to  Section  4.03.

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

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

          "Allocated  Realized  Loss  Amount":  With respect to any Distribution
Date and any Class of Mezzanine Certificates, the sum of (i) 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 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


                                        7
<PAGE>
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) amounts deposited in the
Collection  Account or the Distribution Account in error and (vii) the amount of
any  Prepayment  Charges  collected by the Master Servicer and the amount of any
Master  Servicer  Prepayment  Charge  Payment  Amounts.

          "Avoided  Payment":  As  such  term  is  defined  in  the  Certificate
Insurance  Policy.

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

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

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

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

          "Business  Day":  Any  day other than a Saturday, a Sunday or a day on
which  banking  or savings and loan institutions in the State of California, the
State  of  New  York,  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.

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

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

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


                                        8
<PAGE>
          "Certificate":  Any  one  of the Depositor's Asset-Backed Pass-Through
Certificates,  Series  2004-MCW1,  Class  A-1,  Class A-2, Class A-3, Class A-4,
Class  A-5,  Class  M-1,  Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class  M-7,  Class  M-8,  Class  M-9, Class M-10, Class CE, Class P, Class R and
Class  R-X,  issued  under  this  Agreement.

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

          "Certificateholder"  or  "Holder":  The  Person  in  whose  name  a
Certificate  is  registered  in  the  Certificate  Register,  except  that  a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a  Residual  Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Seller or any Affiliate thereof shall be deemed not
to  be  outstanding  and  the Voting Rights to which it is entitled shall not be
taken  into  account  in  determining whether the requisite percentage of Voting
Rights  necessary  to  effect  any  such  consent  has  been obtained, except as
otherwise  provided  in Section 11.01.  The Trustee, the Certificate Insurer and
the  NIMS  Insurer  may conclusively rely upon a certificate of the Depositor or
the Seller in determining whether a Certificate is held by an Affiliate thereof.
All  references  herein  to  "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the  Depository and participating members thereof, except as otherwise specified
herein;  provided,  however,  that  the Trustee, the Certificate Insurer 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  Insurance  Policy":  The  Financial  Guaranty  Insurance
Policy No. CA01137A, and all endorsements thereto dated the Closing Date, issued
by  the  Certificate  Insurer  for  the  benefit  of  the Holders of the Insured
Certificates.

          "Certificate  Insurer": XL Capital Assurance Inc., a New York monoline
insurance  corporation,  or  its  successors  in  interest.

          "Certificate  Insurer  Default": The occurrence and continuance of any
of  the  following:

          (a)     the  Certificate  Insurer shall have failed to make a required
     payment  when due under the Certificate Insurance Policy in accordance with
     its  terms;

          (b)     the  Certificate  Insurer  shall  have (i) filed a petition or
     commenced  any  case  or  proceeding  under any provision or chapter of the
     United  States  Bankruptcy  Code,


                                        9
<PAGE>
     the  New York State Insurance Law or any other similar federal or state law
     relating  to  insolvency,  bankruptcy,  rehabilitation,  liquidation,  or
     reorganization,  (ii)  made  a  general  assignment  for the benefit of its
     creditors  or  (iii)  had  an order for relief entered against it under the
     United  States  Bankruptcy  Code,  the  New York State Insurance Law or any
     other  similar  federal  or  state  law relating to insolvency, bankruptcy,
     rehabilitation,  liquidation,  or  reorganization  that  is  final  and
     nonappealable;  or

          (c)     a  court of competent jurisdiction, the New York Department of
     Insurance  or any other competent regulatory authority shall have entered a
     final  and  nonappealable  order,  judgment  or  decree  (i)  appointing  a
     custodian,  trustee,  agent, or receiver for the Certificate Insurer or for
     all  or any material portion of its property or (ii) authorizing the taking
     of  possession  by  a  custodian,  trustee,  agent,  or  receiver  of  the
     Certificate  Insurer  (or  the  taking of possession of all or any material
     portion  of  property  of  the  Certificate  Insurer).

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

<TABLE>
<CAPTION>
                         Certificate Margin
       REMIC I Regular   ------------------
Class     Interest        (1) (%)  (2) (%)
-----  -----------------  -------  --------
<S>    <C>                <C>      <C>
A-1    I-LTA1             0.3125%  0.6250%
A-2    I-LTA2             0.3800%  0.7600%
A-3    I-LTA3             0.2000%  0.4000%
A-4    I-LTA4             0.3600%  0.7200%
A-5    I-LTA5             0.5800%  1.1600%
M-1    I-LTM1             0.6250%  0.9375%
M-2    I-LTM2             0.6800%  1.0200%
M-3    I-LTM3             0.7500%  1.1250%
M-4    I-LTM4             1.1500%  1.7250%
M-5    I-LTM5             1.2000%  1.8000%
M-6    I-LTM6             1.4000%  2.1000%
M-7    I-LTM7             1.8500%  2.7750%
M-8    I-LTM8             1.9500%  2.9250%
M-9    I-LTM9             3.6500%  5.4750%
M-10   I-LTM10            2.5000%  3.7500%
<FN>
__________
(1)  For  the  Interest Accrual Period for each Distribution Date on or prior to
     the  Optional  Termination  Date.
(2)  For  the  Interest  Accrual  Period  for  each  Distribution Date after the
     Optional  Termination  Date.
</TABLE>

          "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


                                       10
<PAGE>
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  Balance  of  the  Class  A  Certificates,  the Mezzanine
Certificates  and  the  Class  P  Certificates  then  outstanding.

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

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

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

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

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

          "Class  A-1  Certificate  Deficiency  Amount":  With  respect  to  any
Distribution  Date  and  the Insured Certificates, an amount equal to the sum of
the following amounts, in each case after giving effect to distributions made on
such  date  from  sources  other  than  the  Certificate  Insurance  Policy:

          (i)     the  excess of (x) the Senior Interest Distribution Amount for
     the  Insured Certificates for such Distribution Date over (y) the amount of
     Available  Funds  allocated to pay such Senior Interest Distribution Amount
     pursuant  to  Section  4.01;

          (ii)      the  Class  A-1  Principal  Loss  Amount,  if  any, for such
     Distribution  Date;  and

          (iii)     without  duplication  of  the amount specified in clause (i)
     above,  the  Certificate  Principal  Balance of the Insured Certificates on
     their  Final  Scheduled  Distribution  Date.

          "Class  A-1  Principal  Loss Amount": As to any Distribution Date, the
excess,  if  any,  of  the  Certificate  Principal  Balance  of  the  Insured
Certificates,  after  taking  into  account  distributions  in reduction of such
Certificate  Principal Balance from sources other than the Certificate Insurance
Policy on such Distribution Date, over the aggregate Stated Principal Balance of
the  Group  I  Mortgage  Loans  for  such  Distribution  Date.


                                       11
<PAGE>
          "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 II for purposes of the REMIC Provisions.

          "Class  A-3  Certificate":  Any  one  of  the  Class  A-3 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 II for purposes of the REMIC Provisions.

          "Class  A-4  Certificate":  Any  one  of  the  Class  A-4 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 II for purposes of the REMIC Provisions.

          "Class  A-5  Certificate":  Any  one  of  the  Class  A-5 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 II for purposes of the REMIC Provisions.

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

          "Class CE Interest": An uncertificated interest in the Trust Fund held
by the Trustee on behalf of the Holders of the Class CE Certificates, evidencing
a Regular Interest in REMIC II 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-6  and
evidencing  a Regular Interest in REMIC II 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) 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


                                       12
<PAGE>
during  the  related  Due  Period,  to  the  extent  received  or  advanced, and
unscheduled  collections  of  principal  received  during the related Prepayment
Period)  minus  $8,999,997.48.

          "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-7  and
evidencing  a Regular Interest in REMIC II for purposes of the REMIC Provisions.

          "Class  M-2  Principal  Distribution  Amount":  With  respect  to  any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate  Principal  Balance of the Class  M-2 Certificates immediately prior
to  such  Distribution  Date  and  (II)  the  excess  of  (x) the sum of (i) the
aggregate  Certificate  Principal  Balance  of  the  Class A Certificates (after
taking  into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates  (after  taking into account the payment of the Class M-1 Principal
Distribution  Amount  on  such  Distribution  Date)  and  (iii)  the Certificate
Principal  Balance  of  the  Class  M-2  Certificates  immediately prior to such
Distribution  Date over (y) the lesser of (A) the product of (i) 75.80% and (ii)
the  aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of  the  related  Due  Period  (after  giving  effect  to  scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and  unscheduled collections of principal received during the related Prepayment
Period)  and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of  the  last  day  of  the related Due Period (after giving effect to scheduled
payments  of principal due during the related Due Period, to the extent received
or  advanced,  and  unscheduled  collections  of  principal  received during the
related  Prepayment  Period)  minus  $8,999,997.48.

          "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-8  and
evidencing  a Regular Interest in REMIC II 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)
79.30%  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


                                       13
<PAGE>
related  Due  Period,  to  the  extent  received  or  advanced,  and unscheduled
collections  of  principal  received during the related Prepayment Period) minus
$8,999,997.48.

          "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-9  and
evidencing  a Regular Interest in REMIC II for purposes of the REMIC Provisions.

          "Class  M-4  Principal  Distribution  Amount":  With  respect  to  any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate  Principal  Balance of the Class  M-4 Certificates immediately prior
to  such  Distribution  Date  and  (II)  the  excess  of  (x) the sum of (i) the
aggregate  Certificate  Principal  Balance  of  the  Class A Certificates (after
taking  into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates  (after  taking into account the payment of the Class M-1 Principal
Distribution  Amount on such Distribution Date), (iii) the Certificate Principal
Balance  of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate  Principal  Balance of the Class M-3 Certificates (after taking into
account  the  payment  of  the  Class  M-3 Principal Distribution Amount on such
Distribution  Date)  and  (v) the Certificate Principal Balance of the Class M-4
Certificates  immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 82.80% and (ii) the aggregate Stated Principal Balance of
the  Mortgage  Loans  as of the last day of the related Due Period (after giving
effect  to scheduled payments of principal due during the related Due Period, to
the  extent  received  or  advanced,  and  unscheduled  collections of principal
received  during  the  related  Prepayment  Period) and (B) the aggregate Stated
Principal  Balance  of  the Mortgage Loans as of the last day of the related Due
Period  (after  giving  effect to scheduled payments of principal due during the
related  Due  Period,  to  the  extent  received  or  advanced,  and unscheduled
collections  of  principal  received during the related Prepayment Period) minus
$8,999,997.48.

          "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-10 and
evidencing  a Regular Interest in REMIC II 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


                                       14
<PAGE>
(y)  the  lesser  of (A) the product of (i) 85.60% and (ii) the aggregate Stated
Principal  Balance  of  the Mortgage Loans as of the last day of the related Due
Period  (after  giving  effect to scheduled payments of principal due during the
related  Due  Period,  to  the  extent  received  or  advanced,  and unscheduled
collections  of principal received during the related Prepayment Period) and (B)
the  aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of  the  related  Due  Period  (after  giving  effect  to  scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and  unscheduled collections of principal received during the related Prepayment
Period)  minus  $8,999,997.48.

          "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-11 and
evidencing  a Regular Interest in REMIC II for purposes of the REMIC Provisions.

          "Class  M-6  Principal  Distribution  Amount":  With  respect  to  any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate  Principal  Balance of the Class  M-6 Certificates immediately prior
to  such  Distribution  Date  and  (II)  the  excess  of  (x) the sum of (i) the
aggregate  Certificate  Principal  Balance  of  the  Class A Certificates (after
taking  into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates  (after  taking into account the payment of the Class M-1 Principal
Distribution  Amount on such Distribution Date), (iii) the Certificate Principal
Balance  of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate  Principal  Balance of the Class M-3 Certificates (after taking into
account  the  payment  of  the  Class  M-3 Principal Distribution Amount on such
Distribution  Date),  (v)  the  Certificate  Principal  Balance of the Class M-4
Certificates  (after  taking into account the payment of the Class M-4 Principal
Distribution  Amount  on such Distribution Date), (vi) the Certificate Principal
Balance  of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the  Certificate  Principal  Balance  of  the Class M-6 Certificates immediately
prior  to  such  Distribution Date over (y) the lesser of (A) the product of (i)
87.70%  and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of  the  last  day  of  the related Due Period (after giving effect to scheduled
payments  of principal due during the related Due Period, to the extent received
or  advanced,  and  unscheduled  collections  of  principal  received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to  scheduled  payments  of  principal due during the related Due Period, to the
extent  received  or advanced, and unscheduled collections of principal received
during  the  related  Prepayment  Period)  minus  $8,999,997.48.

          "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-12 and
evidencing  a Regular Interest in REMIC II 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


                                       15
<PAGE>
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) 89.70% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day  of  the  related  Due  Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and  unscheduled collections of principal received during the related Prepayment
Period)  and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of  the  last  day  of  the related Due Period (after giving effect to scheduled
payments  of principal due during the related Due Period, to the extent received
or  advanced,  and  unscheduled  collections  of  principal  received during the
related  Prepayment  Period)  minus  $8,999,997.48.

          "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-13 and
evidencing  a Regular Interest in REMIC II 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


                                       16
<PAGE>
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)  91.70%  and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to  scheduled  payments  of  principal due during the related Due Period, to the
extent  received  or advanced, and unscheduled collections of principal received
during  the  related  Prepayment  Period) and (B) the aggregate Stated Principal
Balance  of  the  Mortgage  Loans  as  of the last day of the related Due Period
(after  giving  effect to scheduled payments of principal due during the related
Due  Period,  to the extent received or advanced, and unscheduled collections of
principal  received  during  the related Prepayment Period) minus $8,999,997.48.

          "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-14 and
evidencing  a Regular Interest in REMIC II for purposes of the REMIC Provisions.

          "Class  M-9  Principal  Distribution  Amount":  With  respect  to  any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate  Principal  Balance of the Class  M-9 Certificates immediately prior
to  such  Distribution  Date  and  (II)  the  excess  of  (x) the sum of (i) the
aggregate  Certificate  Principal  Balance  of  the  Class A Certificates (after
taking  into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates  (after  taking into account the payment of the Class M-1 Principal
Distribution  Amount on such Distribution Date), (iii) the Certificate Principal
Balance  of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate  Principal  Balance of the Class M-3 Certificates (after taking into
account  the  payment  of  the  Class  M-3 Principal Distribution Amount on such
Distribution  Date),  (v)  the  Certificate  Principal  Balance of the Class M-4
Certificates  (after  taking into account the payment of the Class M-4 Principal
Distribution  Amount  on such Distribution Date), (vi) the Certificate Principal
Balance  of the Class M-5 Certificates (after taking into account the payment of
the  Class  M-5  Principal Distribution Amount on such Distribution Date), (vii)
the  Certificate  Principal  Balance of the Class M-6 Certificates (after taking
into  account the payment of the Class M-6 Principal Distribution Amount on such
Distribution  Date),  (viii)  the Certificate Principal Balance of the Class M-7
Certificates  (after  taking into account the payment of the Class M-7 Principal
Distribution  Amount  on  such  Distribution  Date),  (ix)  and  the Certificate
Principal  Balance  of the Class M-8 Certificates (after taking into account the
payment  of  the  Class  M-8  Principal Distribution Amount on such Distribution
Date)  and  (x)  the Certificate Principal Balance of the Class M-9 Certificates
immediately  prior  to  such  Distribution  Date  over (y) the lesser of (A) the
product  of  (i)  93.30%  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 $8,999,997.48.


                                       17
<PAGE>
          "Class  M-10  Certificate":  Any  one  of  the Class M-10 Certificates
executed  by  the  Trustee,  and  authenticated and delivered by the Certificate
Registrar,  substantially  in  the  form  annexed  hereto  as  Exhibit  A-15 and
evidencing  a Regular Interest in REMIC II for purposes of the REMIC Provisions.

          "Class  M-10  Principal  Distribution  Amount":  With  respect  to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate  Principal Balance of the Class  M-10 Certificates immediately prior
to  such  Distribution  Date  and  (II)  the  excess  of  (x) the sum of (i) the
aggregate  Certificate  Principal  Balance  of  the  Class A Certificates (after
taking  into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates  (after  taking into account the payment of the Class M-1 Principal
Distribution  Amount on such Distribution Date), (iii) the Certificate Principal
Balance  of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate  Principal  Balance of the Class M-3 Certificates (after taking into
account  the  payment  of  the  Class  M-3 Principal Distribution Amount on such
Distribution  Date),  (v)  the  Certificate  Principal  Balance of the Class M-4
Certificates  (after  taking into account the payment of the Class M-4 Principal
Distribution  Amount  on such Distribution Date), (vi) the Certificate Principal
Balance  of the Class M-5 Certificates (after taking into account the payment of
the  Class  M-5  Principal Distribution Amount on such Distribution Date), (vii)
the  Certificate  Principal  Balance of the Class M-6 Certificates (after taking
into  account the payment of the Class M-6 Principal Distribution Amount on such
Distribution  Date),  (viii)  the Certificate Principal Balance of the Class M-7
Certificates  (after  taking into account the payment of the Class M-7 Principal
Distribution  Amount  on  such  Distribution  Date),  (ix)  and  the Certificate
Principal  Balance  of the Class M-8 Certificates (after taking into account the
payment  of  the  Class  M-8  Principal Distribution Amount on such Distribution
Date),  (x)  the  Certificate  Principal  Balance  of the Class M-9 Certificates
immediately  prior  to  such  Distribution  Date  (after taking into account the
payment  of  the  Class  M-9  Principal Distribution Amount on such Distribution
Date)  and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately  prior  to  such  Distribution  Date  over (y) the lesser of (A) the
product  of  (i)  95.30%  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 $8,999,997.48.

          "Class P Certificate": Any one of the Class P Certificates executed by
the  Trustee,  and  authenticated  and  delivered  by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-17, representing the right
to  distributions  as  set  forth  herein  and  therein and evidencing a regular
interest  in  REMIC  IV  for  purposes  of  the  REMIC  Provisions.

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


                                       18
<PAGE>
          "Class  R  Certificate":  Any one of the Class R Certificates executed
by  the  Trustee,  and authenticated and delivered by the Certificate Registrar,
substantially  in  the  form  annexed  hereto as Exhibit A-18 and evidencing the
ownership  of  the  Class  R-I  Interest  and  the  Class  R-II  Interest.

          "Class  R-X  Certificate":  Any  one  of  the  Class  R-X Certificates
executed  by  the  Trustee,  and  authenticated and delivered by the Certificate
Registrar,  substantially  in  the  form  annexed  hereto  as  Exhibit  A-19 and
evidencing  the  ownership  of  the  Class  R-III  Interest  and  the Class R-IV
Interest.

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

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

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

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

          "Closing  Date":  September  14,  2004.

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

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

          "Collection  Account":  The account or accounts created and maintained
by  the  Master  Servicer  pursuant  to Section 3.04(a), which shall be entitled
"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-MCW1."  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-MCW1,  and  (ii) for all other purposes, 9062 Old Annapolis Road, Columbia,
Maryland  21045,  Attention: Client Manager - Park Place Securities, Inc. Series
2004-MCW1.

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


                                       19
<PAGE>
<TABLE>
<CAPTION>
   REMIC I Regular Interest       Class
--------------------------------  -----
<S>                               <C>
REMIC I Regular Interest I-LTA1   A-1
REMIC I Regular Interest I-LTA2   A-2
REMIC I Regular Interest I-LTA3   A-3
REMIC I Regular Interest I-LTA4   A-4
REMIC I Regular Interest I-LTA5   A-5
REMIC I Regular Interest I-LTM1   M-1
REMIC I Regular Interest I-LTM2   M-2
REMIC I Regular Interest I-LTM3   M-3
REMIC I Regular Interest I-LTM4   M-4
REMIC I Regular Interest I-LTM5   M-5
REMIC I Regular Interest I-LTM6   M-6
REMIC I Regular Interest I-LTM7   M-7
REMIC I Regular Interest I-LTM8   M-8
REMIC I Regular Interest I-LTM9   M-9
REMIC I Regular Interest I-LTM10  M-10
REMIC I Regular Interest I-LTP    P
</TABLE>

          "Credit  Enhancement Percentage":  For any Distribution Date and Class
of  Class A Certificates or Mezzanine Certificates, 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
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.


                                       20
<PAGE>
          "Custodian  Fee Rate": The per annum fee paid to the Custodian on each
Distribution  Date  equal  to the Custodian Fee expressed as a percentage of the
aggregate  Stated  Principal  Balance  of  the  Mortgage  Loans.

          "Cut-off  Date":  With  respect  to  any  Mortgage  Loan, the close of
business  on  September  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.

          "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  and  with  respect  to
modifications,  measured  as  set  forth  below),  are in foreclosure, have been
converted to REO Properties or have been discharged by reason of bankruptcy, and
the  denominator  of  which  is  the  aggregate  Stated Principal Balance of the
Mortgage  Loans  and  REO Properties as of the last day of the previous calendar
month;  provided,  however,  that  any  Mortgage  Loan  purchased  by the 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.

          With respect to modified Mortgage Loans, a Mortgage Loan is delinquent
by  the  number  of  days  that  have elapsed since the due date from the oldest
unpaid  monthly  payment that became due under the terms of the related Mortgage
Loan without regard to any modification of the terms thereof; provided, however,
that  if  the  terms  of  such  Mortgage Loan are modified, delinquency shall be
measured in accordance with the modified terms of such Mortgage Loan when and if
four  consecutive full monthly payments due pursuant to the modified terms shall
have  been  made,  in each case no later than 30 days following the due date for
such  monthly  payment.

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


                                       21
<PAGE>
          "Depository":  The  Depository  Trust  Company,  or  any  successor
Depository hereafter named.  The nominee of the initial Depository, for purposes
of  registering  those  Certificates  that are to be Book-Entry Certificates, is
Cede  &  Co.  The  Depository  shall at all times be a "clearing corporation" as
defined  in  Section 8-102(3) of the Uniform Commercial Code of the State of New
York  and  a  "clearing agency" registered pursuant to the provisions of Section
17A  of  the  Securities  Exchange  Act  of  1934,  as  amended.

          "Depository  Institution":  Any  depository  institution  or  trust
company,  including  the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination  by  federal  or  state  banking authorities and (c) has outstanding
unsecured  commercial  paper or other short-term unsecured debt obligations that
are  rated  "P-1"  by  Moody's,  "F-1"  by Fitch 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.

          "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


                                       22
<PAGE>
"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-MCW1."  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 October
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).

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

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

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


                                       23
<PAGE>
          "Expense  Adjusted  Net  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, the Custodian Fee Rate and the Trustee Fee Rate, if any.

          "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, the Custodian Fee Rate
and  the  Trustee  Fee  Rate,  if  any.

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

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

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

          "Final  Recovery  Determination":  With  respect  to  any  defaulted
Mortgage  Loan  or  any REO Property (other than a Mortgage Loan or REO Property
purchased  by the Seller, the Depositor or the 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.

          "Final  Scheduled Distribution Date":  The Distribution Date occurring
in  October  2034.

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

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

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

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


                                       24
<PAGE>
          "Gross  Margin":  With  respect to each Adjustable-Rate Mortgage Loan,
the fixed percentage set forth in the related Mortgage Note that is added to the
Index  on  each  Adjustment  Date  in  accordance  with the terms of the related
Mortgage  Note  to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.

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

          "Group  I  Certificates":  The  Class  A-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  Fannie  Mae  and  Freddie  Mac  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 on or 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, 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.  In  no event will the Group I Principal Distribution Amount
with  respect to any Distribution Date be (x) less than zero or (y) greater than
the  then outstanding aggregate Certificate Principal Balance of the Class A and
Mezzanine  Certificates.

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


                                       25
<PAGE>
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, the Class A-3
Certificates,  the  Class  A-4  Certificates  and  the  Class  A-5 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 Fannie
Mae  or  Freddie  Mac  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 on or 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.  In no event will the Group II
Principal  Distribution Amount with respect to any Distribution Date be (x) less
than  zero  or  (y)  greater  than  the  then  outstanding aggregate Certificate
Principal  Balance  of  the  Class  A  and  Mezzanine  Certificates.

          "Group  II  Principal  Remittance  Amount":  With  respect  to  any
Distribution Date, the sum of the amounts described in clauses (i) through (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: the Class M-1 Certificates,
the  Class  M-2  Certificates,  the  Class  M-3  Certificates,  the  Class  M-4
Certificates,  the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the
Class  M-10  Certificates.

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


                                       26
<PAGE>
          "Indenture":  An  indenture  relating to the issuance of notes secured
by  all  or  a  portion  of  the Class CE Certificates, the Class P Certificates
and/or the Residual Certificates, which may or may not be guaranteed by the NIMS
Insurer.

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

          "Independent  Contractor":  Either  (i)  any  Person  (other  than the
Master Servicer) that would be an "independent contractor" with respect to REMIC
I  within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate  investment  trust  (except  that  the  ownership tests set forth in that
section  shall  be  considered  to  be  met by any Person that owns, directly or
indirectly,  35%  or  more  of any Class of Certificates), so long as such REMIC
does  not  receive  or  derive any income from such Person and provided that the
relationship  between  such Person and such REMIC is at arm's length, all within
the  meaning  of  Treasury  Regulation  Section 1.856-4(b)(5), or (ii) any other
Person  (including  the  Master  Servicer)  if  the  Trustee and the Certificate
Insurer  has received an Opinion of Counsel to the effect that the taking of any
action  in respect of any REO Property by such Person, subject to any conditions
therein  specified,  that  is  otherwise  herein  contemplated to be taken by an
Independent  Contractor shall not cause such REO Property to cease to qualify as
"foreclosure  property"  within  the  meaning  of Section 860G(a)(8) of the Code
(determined  without  regard to the exception applicable for purposes of Section
860D(a)  of  the  Code),  or  cause  any  income realized in respect of such REO
Property  to  fail  to  qualify  as  Rents  from  Real  Property.

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

          "Insurance Agreement": The Insurance and Indemnity Agreement, dated as
of  the Closing Date, among the Certificate Insurer, the Master Servicer and the
Depositor.

          "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.

          "Insured  Certificates":  The  Class  A-1  Certificates.


                                       27
<PAGE>
          "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
undistributed from the previous Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual  Period.

          "Interest  Determination  Date":  With  respect to the Adjustable-Rate
Certificates,  and  solely  for purposes of calculating the Marker Rate, REMIC I
Regular  Interest  I-LTA1,  REMIC  I  Regular  Interest  I-LTA2, REMIC I Regular
Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular Interest
I-LTA5, 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, REMIC I Regular Interest I-LTM9 and
REMIC  I  Regular Interest I-LTM10 and any Interest Accrual Period therefor, the
second  LIBOR  Business  Day preceding the commencement of such Interest Accrual
Period.

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

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

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

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


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<PAGE>
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 and with
respect  to  first lien Mortgage Loans, the fraction, expressed as a percentage,
the  numerator  of which is the Stated Principal Balance of the related Mortgage
Loan  at  such  date  and  the  denominator of which is the Value of the related
Mortgaged  Property.

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

          "Marker  Rate":  With  respect  to  the  Class  CE  Interest  and  any
Distribution  Date, a per annum rate equal to two (2) times the weighted average
of  the  REMIC  I  Remittance  Rate for REMIC I Regular Interest I-LTA1, REMIC I
Regular  Interest  I-LTA2,  REMIC  I  Regular  Interest  I-LTA3, REMIC I Regular
Interest  I-LTA4,  REMIC  I  Regular  Interest  I-LTA5, 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,  REMIC  I  Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and
REMIC  I  Regular  Interest  I-LTZZ,  with the rate on each such REMIC I Regular
Interest  (other  than REMIC I Regular Interest I-LTZZ) subject to the lesser of
(i)  LIBOR  plus  the  related  Certificate  Margin and (ii) the related Net WAC
Pass-Through Rate for the purpose of this calculation for such Distribution Date
and  with  the  rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero
for  the  purpose  of  this calculation; provided, however, that solely for this
purpose,  calculations  of the REMIC I Remittance Rate and the related caps with
respect  to  REMIC  I  Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
REMIC  I  Regular  Interest  I-LTA3,  REMIC  I  Regular Interest I-LTA4, REMIC I
Regular  Interest  I-LTA5,  REMIC  I  Regular  Interest


                                       29
<PAGE>
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,  REMIC  I  Regular  Interest I-LTM9 and REMIC I Regular Interest I-LTM10
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)  (a) 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) minus (b) the product of (i) the
Premium  Rate  and  (ii)  a  fraction,  the  numerator  of which is equal to the
Certificate Principal Balance of the Insured Certificates and the denominator of
which  is  equal  to  the  outstanding  Stated  Principal Balance of the Group I
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)  the  related  Cap Contract Excess.  If the
Certificate  Principal  Balance  of  the  applicable  Certificates  exceeds  the
applicable  notional balance for such Distribution Date, the Cap Contract Excess
is  to  be  adjusted  by  multiplying  the  applicable  Cap Contract Excess by a
fraction,  the  numerator  of  which is the applicable notional balance for such
Distribution  Date  and  the  denominator  of which is the Certificate Principal
Balance  of  the  Class  A-1 Certificates immediately prior to such Distribution
Date.

          For any Distribution Date with respect to the Group II Certificates, a
per  annum  rate equal to the sum of (i) the product of (x) the weighted average
of  the  Expense  Adjusted  Net  Maximum Mortgage Rates of the Group II Mortgage
Loans,  weighted  on  the  basis  of  the


                                       30
<PAGE>
outstanding  Stated  Principal Balances of the Group II Mortgage Loans as of the
first  day  of  the  month  preceding  the month in which such Distribution Date
occurs  (after  giving  effect to scheduled payments of principal due during the
related  Due  Period,  to  the  extent  received  or  advanced,  and unscheduled
collections  of  principal  received during the related Prepayment Period) (y) a
fraction,  the  numerator  of  which  is  30 and the denominator of which is the
actual  number  of  days elapsed in the related Interest Accrual Period and (ii)
the  related  Cap  Contract Excess.  If the Certificate Principal Balance of the
applicable  Certificates  exceeds  the  applicable  notional  balance  for  such
Distribution  Date, the Cap Contract Excess is to be adjusted by multiplying the
applicable  Cap  Contract  Excess  by  a fraction, the numerator of which is the
applicable  notional  balance  for such Distribution Date and the denominator of
which  is  the  aggregate  Certificate  Principal  Balance  of  the  Group  II
Certificates  immediately  prior  to  such  Distribution  Date.

          For  any Distribution Date with respect to the Mezzanine Certificates,
a  per  annum  rate  equal  to  the  sum  of (i) the product of (x) the weighted
average,  weighted on the basis of the results of subtracting from the aggregate
Stated  Principal  Balance  of 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 the Group I Mortgage Loans and 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)  the  related  Cap Contract Excess.  If the
Certificate  Principal  Balance  of  the  applicable  Certificates  exceeds  the
applicable  notional balance for such Distribution Date, the Cap Contract Excess
is  to  be  adjusted  by  multiplying  the  applicable  Cap Contract Excess by a
fraction,  the  numerator  of  which is the applicable notional balance for such
Distribution  Date  and  the  denominator  of which is the aggregate Certificate
Principal  Balance  of  the  Mezzanine  Certificates  immediately  prior to such
Distribution  Date.

          "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With respect
to  any  Distribution  Date,  the  excess of (i) accrued interest at the REMIC I
Remittance  Rate  applicable  to  REMIC  I  Regular  Interest  I-LTZZ  for  such
Distribution  Date  on  a balance equal to the Uncertificated Balance of REMIC I
Regular  Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each
case  for  such  Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular  Interest  I-LTA1,  REMIC  I  Regular  Interest  I-LTA2, REMIC I Regular
Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular Interest
I-LTA5,  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, REMIC I Regular Interest I-LTM9 and
REMIC  I  Regular  Interest I-LTM10 for such Distribution Date, with the rate on
each  such  REMIC I Regular Interest subject to a cap equal to the lesser of (i)
LIBOR  plus  the  related  Certificate  Margin  and  (ii)  the  related  Net WAC
Pass-Through Rate; provided, however, that solely for this purpose, calculations
of  the  REMIC  I Remittance Rate and the related caps with respect to each such
REMIC  I  Regular Interest (other than REMIC I Regular Interest I-LTZZ) shall be
multiplied by a fraction, the numerator of which is the actual number of days in
the  Interest  Accrual  Period  and  the  denominator  of  which  is  30.


                                       31
<PAGE>
          "Maximum  Mortgage  Rate":  With  respect  to  each  Adjustable-Rate
Mortgage  Loan,  the  percentage  set  forth in the related Mortgage Note as the
maximum  Mortgage  Rate  thereunder.

          "Mezzanine Certificate":  Any of the Class M-1 Certificates, Class M-2
Certificates,  Class  M-3  Certificates,  Class  M-4  Certificates,  Class  M-5
Certificates,  Class  M-6  Certificates,  Class  M-7  Certificates,  Class  M-8
Certificates,  Class  M-9  Certificates  and  Class  M-10  Certificates.

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

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

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

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

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

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


                                       32
<PAGE>
          (3)     the  state  and  zip  code  of  the  Mortgaged  Property;

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

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

          (6)     the  original  months  to  maturity;

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

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

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

          (10)     the  stated  maturity  date;

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

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

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

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

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

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

          (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;


                                       33
<PAGE>
          (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.

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

          "Mortgaged  Property":  The  underlying  property  identified  in  the
related  Mortgage  as  securing  a  Mortgage  Loan,  including any REO Property,
consisting  of  an  Estate  in  Real Property improved by a Residential Dwelling
(excluding  for  purposes  of  construing  the


                                       34
<PAGE>
representations  or warranties made in the Mortgage Loan Purchase Agreement, any
improvements  thereupon not considered by the appraiser in determining the Value
of  such  Mortgaged  Property).

          "Mortgagor":  The  obligor  on  a  Mortgage  Note.

          "Net Monthly Excess Cashflow":  With respect to any Distribution Date,
the  sum of (i) any Overcollateralization Reduction Amount for such Distribution
Date  and  (ii) the excess of (x) the Available Funds for such Distribution Date
over  (y)  the  sum  for  such  Distribution  Date  of  (A)  the Senior Interest
Distribution  Amount,  (B)  the  Interest  Distribution  Amounts  payable to the
Mezzanine  Certificates,  (C) the Principal Remittance Amount and (D) any amount
paid  to the Certificate Insurer pursuant to Sections 4.01(a)(2) and 4.01(a)(3).

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

          "Net  WAC  Pass-Through Rate":  For any Distribution Date with respect
to  the Class A-1 Certificates, a per annum rate equal to the product of (x) (a)
the  weighted  average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage  Loans,  weighted  on  the  basis  of  the outstanding Stated Principal
Balances  of  the  Group  I  Mortgage  Loans  as  of  the first day of the month
preceding  the month of such Distribution Date (after giving effect to scheduled
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  (b) the product of (i) the Premium Rate and
(ii)  a  fraction,  the numerator of which is equal to the Certificate Principal
Balance of the Insured Certificates and the denominator of which is equal to the
outstanding  Stated  Principal  Balance  of the Group I 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 I Remittance Rate on REMIC I
Regular  Interest  I-LT1GRP, weighted on the basis of the Uncertificated Balance
of  such  REMIC  I  Regular  Interest  minus  the  Premium  Rate multiplied by a
fraction,  the  numerator  of  which is the Certificate Principal Balance of the
Class  A-1  Certificates  and  the  denominator of which is the aggregate Stated
Principal  Balance  of  the  Group  I  Mortgage  Loans.

          For any Distribution Date with respect to the Group II Certificates, a
per  annum  rate equal to the product of (x) the weighted average of the Expense
Adjusted  Net  Mortgage  Rates  of  the Group II Mortgage Loans, weighted on the
basis  of  the  outstanding  Stated  Principal Balances of the Group II Mortgage
Loans  as of the first day of the month preceding the month of such Distribution
Date  (after  giving  effect  to  scheduled payments of principal due during the
related  Due  Period,  to  the  extent  received  or  advanced,  and unscheduled
collections  of principal received during the related Prepayment Period) and (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 I Remittance Rate on REMIC I
Regular  Interest  I-LT2GRP, weighted on the basis of the Uncertificated Balance
of  such  REMIC  I  Regular  Interest.


                                       35
<PAGE>
          For  any Distribution Date with respect to the Mezzanine Certificates,
a  per  annum rate equal to the product of (x) the weighted average (weighted on
the  basis  of  the  results  of subtracting from the aggregate Stated Principal
Balance  of  each  Loan  Group  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) 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
I  Remittance  Rates  on (a) REMIC I Regular Interest I-LT1SUB, subject to a cap
and  a  floor  equal  to  the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans and (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a
floor  equal to the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans  weighted  on the basis of the Uncertificated Balance of each such REMIC I
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.


                                       36
<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 Interest and any
Distribution  Date, the Uncertificated Balances of the REMIC I Regular Interests
(other  than  REMIC  I  Regular  Interest  I-LTP),  immediately  prior  to  such
Distribution  Date.

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

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

          "One-Month  LIBOR":  With respect to the Adjustable-Rate Certificates,
REMIC  I  Regular  Interest  I-LTA1,  REMIC  I  Regular Interest I-LTA2, REMIC I
Regular  Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular
Interest  I-LTA5,  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, REMIC I Regular Interest
I-LTM9  and  REMIC  I  Regular  Interest I-LTM10 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 will 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, the NIMS
Insurer  and  the  Certificate


                                       37
<PAGE>
Insurer,  an  alternative  comparable  index  (over  which  the  Trustee  has no
control),  used  for  determining  one-month  Eurodollar  lending  rates that is
calculated  and published (or otherwise made available) by an independent party.

          "Opinion  of Counsel":  A written opinion of counsel, who may, without
limitation,  be  salaried  counsel  for  the  Depositor  or  the Master Servicer
acceptable  to  the Trustee, if such opinion is delivered to the Trustee and the
Certificate  Insurer,  if  such opinion is delivered to the Certificate Insurer,
except  that  any  opinion  of  counsel relating to (a) the qualification of any
Trust  REMIC  as  a REMIC or (b) compliance with the REMIC Provisions must be an
opinion  of  Independent  counsel.

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

          "Originators":  Collectively,  Ameriquest  Mortgage  Company,  Town  &
Country  Credit  Corporation,  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, 2.35% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the  Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
4.70%  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) $8,999,997.48, or (iii) on or after the Stepdown Date and if a
Trigger  Event  is  in  effect,  the Overcollateralization Target Amount for the
immediately  preceding Distribution Date.  Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal  Balance of the Class A Certificates and the Mezzanine Certificates to
zero,  the  Overcollateralization  Target  Amount  shall  be  zero.


                                       38
<PAGE>
          "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).

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

          "Pass-Through  Rate":  With  respect  to  any Class of Adjustable-Rate
Certificates  and  any  Distribution Date, the lesser of (x) the related Formula
Rate  for  such  Distribution Date and (y) the related Net WAC Pass-Through Rate
for  such  Distribution Date.  For federal income tax purposes, the Pass-Through
Rate  for the Adjustable-Rate Certificates will be calculated without respect to
any  Cap  Contract  Excess,  which such amounts, if any, shall have been paid in
respect  of Net WAC Rate Carryover Amounts and paid outside of any REMIC created
herein.

          With  respect  to  the  Class CE Interest and any Distribution Date, a
rate  per  annum equal to the percentage equivalent of a fraction, the numerator
of  which  is  the sum of the amounts calculated pursuant to clauses (A) through
(R)  below, and the denominator of which is the aggregate Uncertificated Balance
of  REMIC  I  Regular  Interests I-LTAA, I-LTA1, I-LTA2, I-LTA3, I-LTA4, I-LTA5,
I-LTM1,  I-LTM2,  I-LTM3,  I-LTM4,  I-LTM5,  I-LTM6,  I-LTM7, I-LTM8, I-LTM9 and
I-LTM10.  For  purposes  of  calculating  the Pass-Through Rate for the Class CE
Certificates,  the  numerator  is  equal to the sum of the following components:

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

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

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

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

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


                                       39
<PAGE>
          (F)     the  REMIC  I  Remittance  Rate  for  REMIC I Regular Interest
     I-LTA5  minus  the  Marker  Rate,  applied  to  an  amount  equal  to  the
     Uncertificated  Balance  of  REMIC  I  Regular  Interest  I-LTA5;

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

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

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

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

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

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

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

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

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

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

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


                                       40
<PAGE>
          (R)     100%  of  the  interest  on  REMIC  I  Regular Interest I-LTP.

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

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

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


                                       41
<PAGE>
     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 and the Certificate Insurer, any other
     demand,  money market or time deposit, or any other obligation, security or
     investment,  as  may  be  acceptable  to the Rating Agencies as a permitted
     investment  of  funds  backing  securities having ratings equivalent to its
     highest  initial  rating  of  the  Class  A  Certificates;

provided,  however, that no instrument described hereunder shall evidence either
the  right  to  receive  (a)  only  interest  with  respect  to  the obligations
underlying  such  instrument or (b) both principal and interest payments derived
from  obligations  underlying  such  instrument  and  the interest and principal
payments  with  respect  to  such  instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

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

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

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


                                       42
<PAGE>
          "Policy  Payment":  With respect to any Distribution Date, the amount,
if  any, paid under the Certificate Insurance Policy for such Distribution Date.

          "Policy  Payment  Account":  The separate Eligible Account created and
maintained  by  the  Trustee pursuant to Section 4.11 in the name of the Trustee
for the benefit of the Class A-1 Certificateholders and the Certificate Insurer,
and  designated "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-MCW1,  Class  A-1  Certificates."

          "Premium  Amount": As to any Distribution Date, the product of (x) the
Premium  Rate  and  (y)  the  Certificate  Principal  Balance  of  the Class A-1
Certificates  immediately  prior  to  such  Distribution  Date.

          "Premium  Rate":  The  per  annum  rate  at  which  the  "Premium"  is
determined  as  described in the Premium Letter, dated September 14, 2004, among
the  Certificate  Insurer,  the Seller, the Master Servicer, the Trustee and the
Depositor  (a  copy of which has been provided by the Depositor to the Trustee).

          "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


                                       43
<PAGE>
amended  Prepayment Charge Schedule shall be furnished by the Master Servicer to
the  Trustee  and  the  NIMS  Insurer.

          "Prepayment  Interest Excess":  With respect to any Distribution Date,
for  each  Mortgage  Loan that was the subject of a Principal Prepayment in full
during  the portion of the related Prepayment Period occurring between the first
day  of  the  calendar  month  in  which  such  Distribution Date occurs and the
Determination Date of the calendar month in which such Distribution Date occurs,
an  amount  equal  to  interest  (to  the extent received) at the applicable Net
Mortgage  Rate on the amount of such Principal Prepayment for the number of days
commencing  on  the  first  day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the  related  Mortgagor.  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).  The Certificate Insurance Policy
will  not  cover  any  such  Prepayment  Interest  Shortfalls.

          "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 September 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 September
10,  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


                                       44
<PAGE>
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)
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, the Certificate 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


                                       45
<PAGE>
Mortgage  Loan,  (xii)  have a Prepayment Charge provision at least equal to the
Prepayment  Charge  provision of the Deleted Mortgage Loan and (xiii) conform to
each  representation  and  warranty  set forth in Section 6 of the Mortgage Loan
Purchase  Agreement  applicable to the Deleted Mortgage Loan.  In the event that
one  or  more  mortgage  loans  are substituted for one or more Deleted Mortgage
Loans,  the  amounts  described  in clause (i) hereof shall be determined on the
basis  of  aggregate  Stated Principal Balances, the Mortgage Rates described in
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Rates,  the  terms  described  in clause (vii) hereof shall be determined on the
basis  of weighted average remaining terms to maturity, the Loan-to-Value Ratios
described  in  clause  (ix)  hereof  shall be satisfied as to each such mortgage
loan,  the risk gradings described in clause (x) hereof shall be satisfied as to
each  such  mortgage  loan  and, except to the extent otherwise provided in this
sentence,  the  representations and warranties described in clause (xiii) hereof
must  be  satisfied  as  to  each  Qualified  Substitute Mortgage Loan or in the
aggregate,  as  the  case  may  be.

          "Rating  Agency" or "Rating Agencies": Moody's, Fitch and S&P or their
successors.  If  such  agencies  or their successors are no longer in existence,
"Rating  Agencies"  shall  be  such  nationally  recognized  statistical  rating
agencies,  or  other  comparable Persons, designated by the Depositor, notice of
which designation shall be given to the Trustee, the Certificate Insurer 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 Realized Losses with respect to that Mortgage
Loan  shall  be  reduced  to the extent such recoveries are applied to principal
distributions  on  any  Distribution  Date.

          With  respect  to  any  REO  Property  as  to  which  a Final Recovery
Determination  has  been  made,  an amount (not less than zero) equal to (i) the
unpaid  Stated  Principal Balance of the related Mortgage Loan as of the date of
acquisition  of  such  REO  Property  on  behalf  of  REMIC I, plus (ii) accrued
interest  from  the Due Date as to which interest was last paid by the Mortgagor
in  respect  of  the related Mortgage Loan through the end of the calendar month
immediately  preceding  the  calendar  month  in  which  such  REO  Property was
acquired,  calculated  in the case of each calendar month during such period (A)
at  an  annual  rate  equal  to  the  annual


                                       46
<PAGE>
rate at which interest was then accruing on the related Mortgage Loan and (B) on
a principal amount equal to the Stated Principal Balance of the related Mortgage
Loan  as  of the close of business on the Distribution Date during such calendar
month,  plus  (iii) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and  ending  with  the calendar month in which such Final Recovery Determination
was made, plus (iv) any amounts previously withdrawn from the Collection Account
in  respect  of  the  related  Mortgage  Loan pursuant to Section 3.05(a)(v) and
Section  3.12(c),  minus  (v)  the  aggregate of all Advances made by the Master
Servicer  in respect of such REO Property or the related Mortgage Loan for which
the  Master  Servicer  has  been  or,  in  connection  with  such Final Recovery
Determination,  shall  be  reimbursed  pursuant  to  Section  3.13 out of rental
income,  Insurance Proceeds and Liquidation Proceeds received in respect of such
REO  Property, minus (vi) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property that has been,
or in connection with such Final Recovery Determination, shall be transferred to
the  Distribution  Account  pursuant  to  Section  3.13.

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

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

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

          "Reference  Banks":  Wells  Fargo,  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, the NIMS Insurer and the Certificate
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.


                                       47
<PAGE>
          "Regular  Interest":  A  "regular  interest"  in  a  REMIC  within the
meaning  of  Section  860G(a)(1)  of  the  Code.

          "Reimbursement  Amount":  As  to any Distribution Date, the sum of (i)
all  Policy Payments previously received by the Trustee and all Avoided Payments
previously  paid  by  the  Certificate  Insurer  and in each case not previously
repaid  to  the Certificate Insurer pursuant to Section 4.11, plus (ii) interest
accrued  on  each  such Policy Payment and Avoided Payment not previously repaid
calculated  at  the  Late Payment Rate (as such term is defined in the Insurance
Agreement), from the date the Trustee received the related Policy Payment or the
date  the  related  Avoided  Payment  was  paid  by  the Certificate Insurer, as
applicable,  through  the  day  prior  to such Distribution Date, plus (iii) all
other  amounts  due  and  payable to the Certificate Insurer under the Insurance
Agreement,  as  certified  to  the  Trustee by the Certificate Insurer plus (ii)
interest  on  such  amounts  at  the  Late  Payment  Rate.

          "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.  The Certificate Insurance Policy will not
cover  any  such  Relief  Act  Interest  Shortfalls.

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

          "REMIC I":  The segregated pool of assets subject hereto, constituting
the  primary trust created hereby and to be administered hereunder, with respect
to  which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
and  Prepayment  Charges  as  from  time  to time are subject to this Agreement,
together  with  the  Mortgage  Files  relating  thereto,  and  together with all
collections  thereon  and proceeds thereof, (ii) any REO Property, together with
all  collections  thereon  and proceeds thereof, (iii) the Trustee's rights with
respect  to  the  Mortgage  Loans  under  all  insurance policies required to be
maintained  pursuant  to  this  Agreement  and  any  proceeds  thereof, (iv) the
Depositor's  rights  under  the  Mortgage Loan 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 Cap Contracts,
all payments and other collections of principal and interest due on the Mortgage
Loans  on  or  before  the  Cut-off  Date  and all Prepayment Charges payable in
connection  with  Principal  Prepayments  made  before  the  Cut-off  Date.

          "REMIC  I  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


                                       48
<PAGE>
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 I Remittance Rate for REMIC I Regular Interest I-LTAA minus the
Marker  Rate,  divided  by  (b)  12.

          "REMIC  I  Marker Allocation Percentage": 50% of any amount payable or
loss  attributable  from the Mortgage Loans, which shall be allocated to REMIC I
Regular  Interest  I-LTAA,  REMIC  I  Regular  Interest  I-LTA1, REMIC I Regular
Interest  I-LTA2,  REMIC  I  Regular  Interest  I-LTA3, REMIC I Regular Interest
I-LTA4,  REMIC I Regular Interest I-LTA5, 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, REMIC
I  Regular  Interest  I-LTM9,  REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest  I-LTZZ  and  REMIC  I  Regular  Interest  I-LTP.

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

          "REMIC  I  Overcollateralized  Amount":  With  respect  to any date of
determination,  (i) 0.50% of the aggregate Uncertificated Balance of the REMIC I
Regular  Interests  minus  (ii)  the aggregate of the Uncertificated Balances of
REMIC  I  Regular  Interest  I-LTA1,  REMIC  I  Regular Interest I-LTA2, REMIC I
Regular  Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular
Interest  I-LTA5,  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, REMIC I Regular Interest
I-LTM9  and  REMIC  I  Regular  Interest I-LTM10 in each case as of such date of
determination.

          "REMIC  I  Principal  Loss  Allocation  Amount":  With  respect to any
Distribution  Date,  an  amount equal to the product of (i) 50% of the aggregate
Stated  Principal  Balance  of  the  Mortgage  Loans  and  REO  Properties  then
outstanding  and  (ii) one minus a fraction, the numerator of which is two times
the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I
Regular  Interest  I-LTA2,  REMIC  I  Regular  Interest  I-LTA3, REMIC I Regular
Interest  I-LTA4,  REMIC  I  Regular  Interest  I-LTA5, REMIC I Regular Interest
I-LTM1,  REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I  Regular  Interest I-LTM4 and REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest  I-LTM6,  REMIC  I  Regular  Interest  I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and
the  denominator  of  which  is  the aggregate Uncertificated Balance of REMIC I
Regular  Interest  I-LTA1,  REMIC  I  Regular  Interest  I-LTA2, REMIC I Regular
Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular Interest
I-LTA5,  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, REMIC I Regular Interest I-LTM9, REMIC
I  Regular  Interest  I-LTM10  and  REMIC  I  Regular  Interest  I-LTZZ.


                                       49
<PAGE>
          "REMIC  I  Regular  Interest":  Any  of  the separate non-certificated
beneficial  ownership  interests in REMIC I issued hereunder and designated as a
"regular  interest"  in  REMIC  I.  Each  REMIC  I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall  be  entitled  to  distributions  of  principal,  subject to the terms and
conditions  hereof,  in  an aggregate amount equal to its initial Uncertificated
Balance  as  set  forth in the Preliminary Statement hereto.  The following is a
list  of each of the REMIC I Regular Interests: REMIC I Regular Interest I-LTAA,
REMIC  I  Regular  Interest  I-LTA1,  REMIC  I  Regular Interest I-LTA2, REMIC I
Regular  Interest  I-LTA3,  REMIC  I  Regular  Interest  I-LTA4, REMIC I Regular
Interest  I-LTA5,  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, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ, REMIC
I  Regular  Interest  I-LTXX,  REMIC  I  Regular Interest I-LTP, REMIC I Regular
Interest  I-LT1SUB,  REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest
I-LT2SUB  and  REMIC  I  Regular  Interest  II-LT2GRP.

          "REMIC  I  Remittance Rate":  With respect to REMIC I Regular Interest
I-LTAA,  REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC
I  Regular  Interest  I-LTA3,  REMIC  I Regular Interest I-LTA4, REMIC I Regular
Interest  I-LTA5,  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, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ, REMIC
I  Regular  Interest  I-LTP,  REMIC I Regular Interest I-LT1SUB, REMIC I Regular
Interest  I-LT2SUB  and REMIC I Regular Interest I-LTXX, the weighted average of
the  Expense  Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to
REMIC I Regular Interest I-LT1GRP,  the weighted average of the Expense Adjusted
Net  Mortgage  Rates  of  the  Group  I  Mortgage Loans and with respect REMIC I
Regular  Interest  I-LT2GRP,  the  weighted  average of the Expense Adjusted Net
Mortgage  Rates  of  the  Group  II  Mortgage  Loans.

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

          "REMIC  I  Subordinated  Balance  Ratio":  The  ratio  among  the
Uncertificated  Balances  of  each  REMIC  I  Regular  Interest  ending with the
designation  "SUB,"  equal to the ratio among, with respect to each such REMIC I
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  II":  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  REMIC  I  Certificateholders  pursuant  to  Section  2.09,  and all amounts
deposited  therein,  with  respect  to  which a separate REMIC election is to be
made.

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


                                       50
<PAGE>
          "REMIC  II  Regular  Interest":  Any  Class  A  Certificate, Mezzanine
Certificate,  the  Class  CE  Interest  or  Class  P  Interest.

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

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

          "REMIC  Regular  Interest":  Any  REMIC  I  Regular  Interest.

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

          "Remittance  Report":  A  report  in  form  and  substance  that  is
acceptable  to  the  Trustee and the NIMS Insurer prior to the Closing Date 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.

          "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.


                                       51
<PAGE>
          "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 development, none of which is a
co-operative,  mobile  or  manufactured home (unless such mobile or manufactured
home  is  defined  as  real  property  under  applicable  state  law).

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

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

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


                                       52
<PAGE>
          "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 Class A-1 Certificates immediately prior to
such  Distribution Date over (y) the lesser of (A) the product of (i) 64.50% and
(ii)  the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the  last  day  of  the  related  Due  Period  (after giving effect to scheduled
payments  of principal due during the related Due Period, to the extent received
or  advanced,  and  unscheduled  collections  of  principal  received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Group  I  Mortgage  Loans  as  of  the last day of the related Due Period (after
giving  effect  to  scheduled  payments  of principal due during the related Due
Period,  to  the  extent  received  or  advanced, and unscheduled collections of
principal  received  during  the related Prepayment Period) minus $7,112,946.64.

          "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)
64.50%  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


                                       53
<PAGE>
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  $1,887,050.84.

          "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,  if  any,  for  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, the Certificate Insurer 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.

          "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


                                       54
<PAGE>
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 October 2007 and (b) the first Distribution Date
on  which  the  Credit  Enhancement  Percentage  for  the  Class  A Certificates
(calculated  for  this  purpose  only after taking into account distributions of
principal  on  the  Mortgage  Loans but prior to any distribution of the Group I
Principal  Distribution Amount and the Group II Principal Distribution Amount to
the  Certificates  then  entitled  to  distributions  of  principal  on  such
Distribution  Date)  is  equal  to  or  greater  than  35.50%.


                                       55
<PAGE>
          "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).

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

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

          "Termination  Price":  As  defined  in  Section  9.01.

          "Terminator":  As  defined  in  Section  9.01.

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

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

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

          "Trigger  Event":  A  Trigger  Event  has  occurred  with respect to a
Distribution  Date  on  or  after  the  Stepdown  Date  if:


                                       56
<PAGE>
          (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:

<TABLE>
<CAPTION>
CLASS                    PERCENTAGE
-----------------------  ----------
<S>                      <C>
Class A Certificates         42.00%
Class M-1 Certificates       53.85%
Class M-2 Certificates       66.10%
Class M-3 Certificates       77.25%
Class M-4 Certificates       93.00%
Class M-5 Certificates      111.10%
Class M-6 Certificates      130.00%
Class M-7 Certificates      155.30%
Class M-8 Certificates      192.75%
Class M-9 Certificates      238.80%
Class M-10 Certificates     340.40%
</TABLE>

          or

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

<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN       PERCENTAGE
-----------------------------------  ----------
<S>                                  <C>
October 2007 through September 2008       3.25%
October 2008 through September 2009       5.25%
October 2009 through September 2010       6.75%
October 2010 and thereafter               7.25%
</TABLE>

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

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

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

          "Trustee  Fee  Rate":  As  defined  in  Section  8.08.

          "Uncertificated  Balance":  The  amount  of any REMIC Regular Interest
outstanding  as  of  any  date  of  determination.  As  of the Closing Date, the
Uncertificated Balance of each REMIC Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial uncertificated balance.
On  each  Distribution  Date,  the  Uncertificated Balance of each REMIC Regular
Interest  shall  be reduced by all distributions of principal made on such REMIC
Regular  Interest on such Distribution Date pursuant to Section 4.01 and, if and
to  the  extent  necessary  and  appropriate,  shall  be further reduced on such
Distribution  Date  by  Realized  Losses  as  provided  in  Section  4.04.  The
Uncertificated  Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest  deferrals  as  provided  in  Section  4.01(a)(1).  The  Uncertificated
Balance  of  each  REMIC I Regular Interest shall never be less than zero.  With


                                       57
<PAGE>
respect  to  the  Class  CE  Interest as of any date of determination, an amount
equal  to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal  Balance  of  the Class A Certificates, Mezzanine Certificates and the
Class  P  Certificates  then  outstanding.

          "Uncertificated  Interest":  With  respect  to  any  REMIC  I  Regular
Interest  for  any  Distribution  Date,  one  month's  interest  at  the REMIC I
Remittance  Rate  applicable  to  such  REMIC  I  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
I  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 I 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 I Regular Interest pursuant to
Section  1.02.  In  addition,  Uncertificated  Interest  with  respect  to  each
Distribution  Date,  as  to  any  REMIC  I  Regular Interest shall be reduced by
Realized  Losses, if any, allocated to such REMIC I Regular Interest pursuant to
Section  1.02  and  Section  4.04.

          "Underwriters":  Greenwich  Capital  Markets,  Inc.,  BNP  Paribas and
Morgan  Stanley  &  Co.  Incorporated.

          "Underwriters'  Exemption":  An  individual  exemption  issued  by the
United States Department of Labor on September 6, 1990 as Prohibited Transaction
Exemption  90-59  at  55  F.R.  36724,  to  Greenwich Capital Markets, Inc., for
specific  offerings  in  which  Greenwich  Capital  Markets,  Inc. or any person
directly  or  indirectly,  through  one  or  more  intermediaries,  controlling,
controlled by or under common control with Greenwich Capital Markets, Inc. is an
underwriter,  placement  agent  or  a  manager or co-manager of the underwriting
syndicate  or  selling  group  where the trust and the offered certificates meet
specified  conditions.

          "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


                                       58
<PAGE>
in  existence  on  August  20,  1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and
which  was  treated  as  a  United States person on August 20, 1996 may elect to
continue  to  be  treated as a United States person notwithstanding the previous
sentence.  The  term "United States" shall have the meaning set forth in Section
7701  of  the  Code.

          "Value":  With  respect  to  any Mortgaged Property, the lesser of (i)
the  value  thereof as determined by an appraisal made for the originator of the
Mortgage  Loan  at  the time of origination of the Mortgage Loan by an appraiser
who  met the minimum requirements of the Financial Institutions Reform, Recovery
and  Enforcement  Act  of 1989, and (ii) the purchase price paid for the related
Mortgaged  Property  by  the  Mortgagor  with the proceeds of the Mortgage Loan,
provided,  however, in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged  Property  is  based  solely upon the value determined by an appraisal
made  for  the  originator  of  such  Refinanced  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.  Notwithstanding any of the foregoing, unless a
Certificate  Insurer  Default  is  continuing,  on any date on which any Insured
Certificates are outstanding, or any amounts are owed to the Certificate Insurer
under  the  Insurance  Agreement or this Agreement, the Certificate Insurer will
have  all Voting Rights of the Insured Certificates.  So long as the Certificate
Insurer  has the Voting Rights pursuant to the preceding sentence, the reference
to  holders  of  the  Insured  Certificates  shall  be  deemed  to  refer to the
Certificate  Insurer.

          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.


                                       59
<PAGE>
          For  purposes of calculating the amount of Uncertificated Interest for
the  REMIC  I  Regular  Interests  for  any  Distribution  Date:

          (A)     The  REMIC  I  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
     I  Marker  Allocation  Percentage  of  any  Relief  Act Interest Shortfalls
     incurred  in  respect of the Mortgage Loans for any Distribution Date shall
     be  allocated  among  REMIC  I  Regular  Interest  I-LTA1,  REMIC I Regular
     Interest  I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
     I-LTA4,  REMIC  I Regular Interest I-LTA5, 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,  REMIC  I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10
     and  REMIC I Regular Interest I-LTZZ, 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;  and

          (B)     The  REMIC  I  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
     I  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 I Regular Interest
     I-LT1SUB,  REMIC  I  Regular  Interest  I-LT1GRP,  REMIC I Regular Interest
     I-LT2SUB,  REMIC  I  Regular Interest I-LT2GRP and REMIC I Regular Interest
     I-LTXX,  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.

          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.


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<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 and the Certificate
Insurer  all  the  right,  title  and  interest  of the Depositor, including any
security  interest  therein  for  the  benefit  of  the Depositor, in and to the
Mortgage  Loans  identified  on  the  Mortgage  Loan Schedule, the rights of the
Depositor  under the Mortgage Loan Purchase Agreement, all other assets included
or  to  be  included  in  REMIC  I  (including  any  payments made under the Cap
Contracts).  Such assignment includes all interest and principal received by the
Depositor or the Master Servicer on or with respect to the Mortgage Loans (other
than  payments of principal and interest due on such Mortgage Loans on or before
the  Cut-off  Date).  The Depositor herewith delivers to the Trustee an executed
copy  of  the Mortgage Loan Purchase Agreement and the Trustee, on behalf of the
Certificateholders  and  the  Certificate  Insurer,  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;


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

          (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 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


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<PAGE>
the  rating  on  any  Class  of  Certificates  (in  the  case  of  the  Insured
Certificates,  without  regard  to  the  Certificate Insurance Policy); provided
further, however, each Assignment 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,  the  Certificate  Insurer or the NIMS Insurer, (ii) [reserved],
(iii)  the occurrence of a bankruptcy or insolvency relating to the Seller, (iv)
the  occurrence  of a servicing transfer as described in Section 7.02 hereof and
(v)  with  respect  to  any  one  Assignment  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, 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 and the Certificate Insurer.  In the event
that  any  such  original  document  is  required  pursuant to the terms of this
Section  to  be  a  part  of  a  Mortgage File, such document shall be delivered
promptly  to  the  Trustee,  or  to  the  appropriate Custodian on behalf of the
Trustee.  Any  such original document delivered to or held by the Depositor that
is not required pursuant to the terms of this Section to be a part of a Mortgage
File,  shall  be  delivered  promptly  to  the  Master  Servicer.

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

          SECTION  2.02.     Acceptance  of  REMIC  I  by  the  Trustee.

          Subject  to  the  provisions  of  Section  2.01  and  subject  to  any
exceptions  noted on the exception report described in the next paragraph below,
the  Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, receipt by the respective Custodian as the duly appointed
agent  of  the Trustee) of the documents referred to in Section 2.01 (other than
such  documents  described  in  Section 2.01(v)) above and all interests and all
other  assets  included in the definition of "REMIC I" under clauses (i), (iii),
(iv)  and (v) (to the extent of amounts deposited into the Distribution Account)
and  declares that it, or such Custodian as its agent, holds and shall hold such
documents  and the other documents delivered to it constituting a Mortgage File,
and  that  it holds or shall hold all such assets and such other assets included
in the definition of "REMIC I" in trust for the exclusive use and benefit of all
present  and  future  Certificateholders  and  the  Certificate  Insurer.

          On  or  prior to the Closing Date, the Trustee agrees, for the benefit
of  the  Certificateholders  and the Certificate Insurer, to execute and deliver
(or  cause  the  Custodian  to  execute  and  deliver)  to  the  Depositor,  the
Certificate  Insurer  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.


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

          Prior  to  the  first  anniversary  date of this Agreement the Trustee
shall deliver to the Depositor, the Master Servicer, the Certificate Insurer 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,  the  Certificate  Insurer  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 or the Certificate Insurer, any exception report related to the
final  certification shall be provided in an electronic computer readable format
as mutually agreed upon by the Master Servicer and the Trustee (or the Custodian
on  behalf  of  the  Trustee).

          If  in  the  process  of  reviewing  the  Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
or  any  Custodian  finds  any  document  or  documents constituting a part of a
Mortgage  File  to be missing, mutilated, torn or defaced or does not conform to
the  requirements  identified above, at the conclusion of its review the Trustee
(or  the  Custodian on behalf of the Trustee) shall so notify the Depositor, the
NIMS  Insurer,  the  Certificate  Insurer and the Master Servicer.  In addition,
upon  the discovery by the Depositor, the NIMS Insurer, the Master Servicer, the
Certificate Insurer 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 or the Certificate Insurer in
such  Mortgage Loan, the party discovering such breach shall give prompt written
notice  to  the  other  parties  and  the  Certificate  Insurer.

          The  Trustee (or the Custodian on behalf of the Trustee) shall, at the
written  request  and expense of any Certificateholder, Certificate Owner or the
Certificate  Insurer,


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<PAGE>
provide  a  written  report  to such Certificateholder, Certificate Owner or the
Certificate  Insurer,  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 or the
Certificate  Insurer,  the  Trustee  shall  promptly notify the Seller, the NIMS
Insurer, the Certificate Insurer and the Master Servicer of such defect, missing
document  or breach and request that the Seller deliver such missing document or
cure such defect or breach within 90 days from the date the Seller had knowledge
or  was  notified  of such missing document, defect or breach, and if the Seller
does  not  deliver  such  missing  document or cure such defect or breach in all
material  respects  during  such  period, the 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


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<PAGE>
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 the Custodian on behalf of the Trustee), for such Qualified
Substitute  Mortgage  Loan  or  Loans,  the  Mortgage  Note,  the  Mortgage, the
Assignment  to  the  Trustee,  and such other documents and agreements, with all
necessary  endorsements  thereon, as are required by Section 2.01, together with
an  Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan  satisfies the definition thereof and specifying the Substitution Shortfall
Amount  (as described below), if any, in connection with such substitution.  The
Trustee  (or  the  Custodian on behalf of the Trustee) shall acknowledge receipt
for  such  Qualified  Substitute Mortgage Loan or Loans and, within ten Business
Days  thereafter, review such documents as specified in Section 2.02 and deliver
to the Depositor, the NIMS Insurer, the Certificate 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, the Certificate 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, the NIMS Insurer and
the  Certificate Insurer that such substitution has taken place, shall amend the
Mortgage  Loan  Schedule  and, if applicable, the Prepayment Charge Schedule, to
reflect  the  removal  of  such  Deleted  Mortgage  Loan  from the terms of this
Agreement  and  the  substitution  of  the Qualified Substitute Mortgage Loan or
Loans  and  shall  deliver  a copy of such amended Mortgage Loan Schedule to the
Trustee,  the Certificate Insurer 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.


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<PAGE>
          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, the NIMS Insurer and the
Certificate  Insurer  an Opinion of Counsel to the effect that such substitution
shall  not cause (a) any federal tax to be imposed on any Trust REMIC, including
without  limitation,  any federal tax imposed on "prohibited transactions" under
Section  860F(a)(1)  of  the  Code  or on "contributions after the startup date"
under  Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify
as  a  REMIC  at  any  time  that  any  Certificate  is  outstanding.

          (d)     Upon  discovery  by  the  Depositor,  the  NIMS  Insurer,  the
Certificate  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:


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          (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 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


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

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

          (x)     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


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<PAGE>
give  prompt  written  notice  (but  in  no  event  later than two Business Days
following  such  discovery) to the NIMS Insurer, the Certificate 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.

          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;
                             Acceptance  of REMIC II, REMIC III and REMIC IV by
                             the  Trustee.

          (a)     The  Depositor,  concurrently  with the execution and delivery
hereof,  does  hereby  transfer,  assign,  set  over and otherwise convey to the
Trustee,  without recourse all the right, title and interest of the Depositor in
and  to  the  REMIC  I  Regular  Interests  for  the  benefit  of  the  Class  R
Certificateholders  and  REMIC  II (as holder of the REMIC I Regular Interests).
The  Trustee  acknowledges receipt of the REMIC I Regular Interests and declares
that  it holds and will hold the same in trust for the exclusive use and benefit
of  all present and future Class R Certificateholders and REMIC II (as holder of
the REMIC I Regular Interests). 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 II in respect of the Class R Certificates and REMIC
II  Certificates,  respectively,  and  all  ownership  interests  evidenced  or
constituted  by the Class R Certificates and the REMIC II Certificates, shall be
as  set  forth  in  this  Agreement.

          (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  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


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<PAGE>
exclusive  use and benefit of the Holders of the REMIC III Regular Interests and
the  Class  R-X  Certificates  (in  respect  of  the  Class R-III Interest). The
interests  evidenced  by the Class R-III Interest and the Class CE Certificates,
constitute the entire beneficial ownership interest in REMIC III.

          (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 Class P Interest (which is uncertificated) for the benefit of the
Holders  of  the Class P Certificates and the Class R-X Certificates (in respect
of  the  Class  R-IV  Interest). The Trustee acknowledges receipt of the Class P
Interest  and  declares  that  it holds and shall hold the same in trust for the
exclusive  use  and  benefit  of the Holders of the Class P Certificates and the
Class  R-X  Certificates  (in respect of the Class R-IV Interest). The interests
evidenced  by  the  Class R-IV Interest, together with the Class P Certificates,
constitute  the  entire  beneficial  ownership  interest  in  REMIC  IV.

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

          (a)     The  Trustee  acknowledges the assignment to it of the REMIC I
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to  the written request of the Depositor executed by an officer of the Depositor
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 II
Certificates,  constitute  the entire beneficial ownership interest in REMIC II.

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


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<PAGE>
                                   ARTICLE III
                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

          SECTION  3.01.     Master  Servicer  to  Act  as  Master  Servicer.

          The Master Servicer shall service and administer the Mortgage Loans on
behalf  of  the  Trustee and in the best interests of and for the benefit of the
Certificateholders  and  the  Certificate  Insurer  (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


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<PAGE>
Property  or  REO  Property  held by the Trust Fund and (v) to execute any other
document necessary or appropriate to enable the Master Servicer to carry out its
servicing  and  administrative  duties  hereunder  consistent with the Servicing
Standard.

          At  the  written  request  of  the  Master Servicer, the Trustee shall
execute  and  furnish  to the Master Servicer such documents as are necessary or
appropriate  to  enable  the  Master  Servicer  to  carry  out its servicing and
administrative  duties  hereunder.  By execution of this Agreement, the Trustee,
on  behalf  of  the  Trust Fund, hereby grants to the Master Servicer a power of
attorney  to  execute  any  and all documents necessary to carry out any and all
servicing  duties  described  in  this  Agreement  (including  the taking of and
transferring  title  of  REO Properties to third parties held in the name of the
Trustee for the benefit of the Trust) and expressly confirms that this paragraph
along  with  the  face  page and a copy of the signature page (duly executed) to
this  Agreement  shall  constitute  the power of attorney for evidentiary and/or
recording  purposes.  The  Trustee  shall  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


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<PAGE>
     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 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, (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
180 days or (iii) waive any provisions of any Mortgage Loan requiring the relatd
Mortgagor  to  submit  to mandatory arbitration with respect to disputes arising
thereunder;  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


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<PAGE>
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 and shall be provided to the Certificate Insurer upon request.

          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.

          SECTION  3.03.      [Reserved].

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

          (a)     Collection  Account.  On  behalf of the Trust Fund, the Master
                  -------------------
Servicer  shall  segregate and hold all funds collected and received pursuant to
each  Mortgage  Loan  separate  and  apart from any of its own funds and general
assets  and  shall establish and maintain in the name of the Trustee one or more
accounts (such account or accounts, the "Collection Account") in accordance with
this Section 3.04, held in trust for the benefit of the Trustee, the Certificate
Insurer  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;


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<PAGE>
          (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);

          (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,  the  Certificate  Insurer  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


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<PAGE>
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 and the Certificate Insurer.

          (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.

          (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;


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

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

          (v)      [reserved];

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

          (vii)     any  amounts  required  to  be  paid to the 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  (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,  the  Certificate 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


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<PAGE>
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;

          (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;


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<PAGE>
          (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 Certificate 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,
the  Certificate Insurer and the NIMS Insurer on or prior to the next succeeding
Master  Servicer Reporting Date, upon making any withdrawals from the Collection
Account  pursuant  to  subclause  (viii)  above.

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

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

          (ii)     to  reimburse  the  Master Servicer for any Servicing Advance
     made  by  the  Master  Servicer with respect to a related Mortgage Loan but
     only  from  amounts


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<PAGE>
     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  Certificateholders  and  the
     Certificate  Insurer  in  accordance  with  Section  4.01;

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

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

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

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


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<PAGE>
          (vi)     to  clear  and terminate the Distribution Account pursuant to
     Section  9.01.

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

          (a)     The  Master  Servicer  may  direct  any depository institution
maintaining  the  Collection  Account,  the  Escrow  Account (subject to Section
3.05(b))  and  the  REO  Account  and  the  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, 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.


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<PAGE>
          (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, the Certificate Insurer or the
Holders  of  Certificates  representing  more  than  50%  of  the  Voting Rights
allocated  to  any  Class  of  Certificates,  shall  take  such action as may be
appropriate  to  enforce  such payment or performance, including the institution
and  prosecution  of  appropriate  proceedings.

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

          With respect to each Mortgage Loan, the Master Servicer shall maintain
accurate  records  reflecting  the  status  of ground rents, taxes, assessments,
water  rates and other charges which are or may become a lien upon the Mortgaged
Property  and  the status of fire and hazard insurance coverage and, as to those
Mortgage  Loans subject to a voluntary escrow agreement, shall obtain, from time
to  time, all bills for the payment of such charges (including renewal premiums)
and  shall effect payment thereof prior to the applicable penalty or termination
date  and  at  a  time  appropriate  for  securing  maximum discounts allowable,
employing for such purpose deposits of the Mortgagor in the Escrow Account which
shall  have  been  estimated  and  accumulated by the Master Servicer in amounts
sufficient  for  such  purposes,  as  allowed under the terms of the Mortgage or
Applicable  Regulations. The Master Servicer assumes full responsibility for the
timely  payment  of  all such bills and shall effect timely payments of all such
bills  irrespective  of  the  Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments and shall make Servicing Advances from
its  own funds to effect such payments. To the extent that the Mortgage does not
provide  for  Escrow  Payments, the Master Servicer shall use reasonable efforts
consistent  with  the Servicing Standard to determine that any such payments are
made  by  the  Mortgagor at the time they first become due and shall ensure that
the  Mortgaged  Property is not lost to a tax lien as a result of nonpayment and
that  such  Mortgaged  Property  is  not  left  uninsured.

          SECTION  3.08.     Maintenance  of  Hazard  Insurance.

          The  Master  Servicer  shall  cause to be maintained for each Mortgage
Loan  fire insurance with extended coverage on the related Mortgaged Property in
an  amount  which  is  at  least  equal  to  the least of (i) the current Stated
Principal  Balance  of  such  Mortgage  Loan,  (ii)  the


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<PAGE>
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 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


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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,  the  NIMS  Insurer  (upon  reasonable  request)  and the
Certificate  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  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


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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  Certificate  Insurer,  the  Trust Fund or the
Certificateholders  would be considered to hold title to, to be a "mortgagee-in-


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possession"  of,  or  to  be an "owner" or "operator" of such Mortgaged Property
within the meaning of the Comprehensive Environmental Response, Compensation and
Liability  Act  of  1980,  as  amended from time to time, or any comparable law,
unless  the  Master  Servicer  has  also  previously  determined,  based  on its
reasonable  judgment  and  a  report prepared by a Person who regularly conducts
environmental  audits  using  customary  industry  standards,  that:

          (1)     such  Mortgaged  Property  is  in  compliance  with applicable
     environmental  laws  or,  if  not,  that  it  would be in the best economic
     interest  of  the Trust Fund to take 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 and the Certificate Insurer (which
consent  shall  not  be  unreasonably  withheld).

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

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


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


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Insurer  (the  "REO  Account"),  which shall be an Eligible Account.  The Master
Servicer  shall be permitted to allow the Collection Account to serve as the REO
Account, subject to separate ledgers for each REO Property.  The Master Servicer
shall  be  entitled  to  retain  or  withdraw  any interest income paid on funds
deposited  in  the  REO  Account.

          (c)     The  Master  Servicer  shall  have  full  power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property as are consistent with
the  manner  in  which the Master 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;


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

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

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

          unless,  in any such case, the Master Servicer has obtained an Opinion
of  Counsel,  provided  to  the  Trustee,  the  Certificate Insurer 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 and the Certificate Insurer
(which  consent shall not be unreasonably withheld) that the specific action may
be  taken.

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

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

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

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

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

          The Master Servicer shall be entitled to enter into any agreement with
any  Independent Contractor performing services for it related to its duties and
obligations  hereunder  for  indemnification  of  the  Master  Servicer  by such
Independent  Contractor,  and nothing in this Agreement shall be deemed to limit
or  modify such indemnification.  The Master Servicer shall be solely liable for
all  fees  owed  by  it  to  any  such  Independent  Contractor, irrespective of


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<PAGE>
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).

          (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


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<PAGE>
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 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.

          (a)     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


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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 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.


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          SECTION  3.18.     Servicing  Compensation.

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

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


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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, the
Certificate  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.

          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, the
Certificate  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.


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          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 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.


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          (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  (and  with  respect to the Insured Certificates, without regard to
the Certificate Insurance Policy) or any other notes secured by collateral which
includes all or a portion of the Class CE Certificates, the Class P Certificates
and/or  the  Residual  Certificates, notwithstanding anything to the contrary in
this  Agreement.


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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

          SECTION  4.01.     Distributions.

          (a)(1)     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:

          (i)     first,  to  the  Holders  of  REMIC I Regular Interest I-LTAA,
     REMIC  I  Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
     Regular  Interest  I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
     Interest  I-LTA5, 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, REMIC I Regular
     Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
     I-LTZZ  and REMIC I Regular Interest I-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 I
     Regular  Interest  I-LTZZ  shall  be  reduced and deferred when the REMIC I
     Overcollateralized  Amount  is  less than the REMIC I Overcollateralization
     Target  Amount,  by the lesser of (x) the amount of such difference and (y)
     the  Maximum I-LTZZ Uncertificated Interest Deferral Amount and such amount
     will  be payable to the Holders of REMIC I Regular Interest I-LTA1, REMIC I
     Regular  Interest  I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
     Interest  I-LTA4, REMIC I Regular Interest I-LTA5, 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,  REMIC  I  Regular  Interest  I-LTM9  and REMIC I Regular
     Interest  I-LTM10  in  the  same  proportion  as  the Overcollateralization
     Increase  Amount  is  allocated  to  the Corresponding Certificates and the
     Uncertificated  Principal  Balance  of  the REMIC I Regular Interest I-LTZZ
     shall  be  increased  by  such  amount;

          (ii)     to  the Holders of REMIC I Regular Interest I-LT1SUB, REMIC I
     Regular  Interest  I-LT1GRP,  REMIC  I  Regular  Interest I-LT2SUB, REMIC I
     Regular Interest I-LT2GRP and REMIC I Regular Interest I-LTXX, pro rata, in
     an  amount  equal  to (A) the Uncertificated Interest for such Distribution
     Date,  plus  (B)  any  amounts  in  respect  thereof  remaining unpaid from
     previous  Distribution  Dates;

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


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<PAGE>
          (a)     98.00%  of  such  remainder (other  than amounts payable under
     clause  (iii) below), to the Holders of REMIC I Regular Interest I-LTAA and
     REMIC  I  Regular  Interest I-LTP, until the Uncertificated Balance of such
     REMIC  I Regular Interest is reduced to zero, provided, however, that REMIC
     I  Regular  Interest I-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 I
     Regular  Interest  I-LTP,  until $100 has been distributed pursuant to this
     clause;

          (b)     2.00%  of  such  remainder  (other  than amounts payable under
     clause  (iii)  below),  first,  to  the Holders of REMIC I Regular Interest
     I-LTA1,  REMIC  I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3,
     REMIC  I  Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, 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, REMIC I Regular Interest I-LTM9 and REMIC
     I  Regular  Interest  I-LTM10,  1.00%  of  and  in  the  same proportion as
     principal  payments  are allocated to the Corresponding Certificates, until
     the  Uncertificated  Balances of such REMIC I Regular Interests are reduced
     to  zero  and  second,  to  the Holders of REMIC I Regular Interest I-LTZZ,
     until  the  Uncertificated  Balance  of  such  REMIC  I Regular Interest is
     reduced  to  zero;  and

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

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to  the  Holders  of  (i)  REMIC  I  Regular Interest I-LTAA and REMIC I Regular
Interest  I-LTP,  in  that  order  and  (ii)  REMIC  I  Regular Interest I-LTZZ,
respectively;  provided that REMIC I Regular Interest I-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 I Regular Interest I-LTP, until $100 has been distributed pursuant to this
clause;  and

          (iv)     to  the  Holders  of  REMIC I Regular Interests, in an amount
     equal  to  the  remainder  of  the REMIC I 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 I Regular Interests first, so as to keep the
     Uncertificated  Balance  of  each  REMIC I 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 I
     Regular  Interest  ending  with  the  designation  "SUB,"  so  that  the
     Uncertificated  Balance  of  each such REMIC I 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


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     that  if  any  such  excess  is  a  larger  number  than  in  the preceding
     distribution  period, the least amount of principal shall be distributed to
     such  REMIC  I Regular Interests such that the REMIC I Subordinated Balance
     Ratio is maintained); and third, any remaining principal to REMIC I Regular
     Interest  I-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:

          (v)     to  the  Certificate  Insurer,  the  amount  owing  to  the
     Certificate  Insurer  under the Insurance Agreement for the Premium Amount;

          (vi)     to  the  Holders  of  the  Group  I  Certificates, the Senior
     Interest  Distribution  Amount  related  to  such  Certificates;

          (vii)     to  the  Certificate  Insurer,  the Reimbursement Amount for
     such  Distribution  Date;  and

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

          (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  distributions of the Group I Interest
     Remittance  Amount,  as  set  forth  in  Section  4.01(a)(2)(I)(ii)  above;

          (iii)     to  the  Certificate  Insurer,  the  amount  owing  to  the
     Certificate  Insurer  under the Insurance Agreement for the Premium Amount,
     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); and

          (iv)     to the Certificate Insurer, the Reimbursement Amount for such
     Distribution  Date,  to  the  extent  not  paid  pursuant  to  Section
     4.01(a)(2)(I)(iii).


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<PAGE>
          (III)     On  each Distribution Date, following the distributions made
pursuant  to  Section  4.01(a)(2)(I)  and (II) above, the Trustee shall withdraw
from  the Distribution Account an amount equal to any remaining Group I Interest
Remittance  Amount  and  Group  II  Interest  Remittance  Amount  and  will  be
distributed  sequentially  to  the  Class  M-1, Class M-2, Class M-3, Class M-4,
Class  M-5,  Class  M-6,  Class  M-7,  Class  M-8,  Class  M-9  and  Class  M-10
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  thereof  has  been  reduced  to  zero;

          (ii)     to the Certificate Insurer, the Reimbursement Amount for such
     Distribution  Date,  to  the  extent  not  paid  pursuant  to  Sections
     4.01(a)(2)(I)(iii)  and  4.01(a)(2)(II)(iv);  and

          (iii)     to the Holders of the Group II Certificates (allocated among
     the  Classes  of Group II Certificates in the priority described in Section
     4.01(a)(5)  below), after taking into account the distribution of the Group
     II  Principal  Distribution  Amount, as described in Section 4.01(a)(3)(II)
     below,  until  the Certificate Principal Balances of such Classes have been
     reduced  to  zero.

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

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

          (ii)     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  thereof  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, the Trustee shall withdraw from the
Distribution  Account  an  amount  equal  to  the  sum  of the Group I Principal
Distribution  Amount  and  the  Group II Principal Distribution Amount remaining
undistributed for such Distribution Date will be distributed sequentially to the
Class  M-1,  Class  M-2,  Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class  M-8,  Class M-9 and Class M-10 Certificates, in that order, in each case,
until  the Certificate Principal Balance of such Class has been reduced to zero.


                                      101
<PAGE>
          (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;

          (ii)     to the Certificate Insurer, the Reimbursement Amount for such
     Distribution  Date,  to  the  extent  not  paid  pursuant  to the foregoing
     provisions;  and

          (iii)     to the Holders of the Group II Certificates (allocated among
     the  Classes  of Group II Certificates in the priority described in Section
     4.01(a)(5)  below), after taking into account the distribution of the Group
     II  Principal Distribution Amount, as described in Section 4.01(a)(3)(V)(i)
     below,  up to an amount equal to the Senior Group II Principal Distribution
     Amount remaining undistributed, until the Certificate Principal Balances of
     such  Classes  have  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 (allocated among
     the  Classes  of Group II Certificates in the priority described in Section
     4.01(a)(5) below), the Senior Group II Principal Distribution Amount, until
     the  Certificate  Principal  Balances  of such Classes have been reduced to
     zero;  and

          (ii)     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  Section  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  thereof  has  been  reduced  to zero.

          (VI)     On  each  Distribution Date (a) on or after the Stepdown Date
and  (b)  on  which  a  Trigger  Event  is not in effect, the 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;


                                      102
<PAGE>
          (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;

          (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;  and

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

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


                                      103
<PAGE>
          (iii)     sequentially,  to  the  Holders of the Class M-1, Class M-2,
     Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9
     and  Class  M-10, in that order, the related Allocated Realized Loss Amount
     allocable  to  such  Classes  of  Certificates;

          (iv)     to  the  Net  WAC  Rate Carryover Reserve Account, the amount
     required  by  Section  4.10(b),  after taking into account amounts, if any,
     received  under  the  Cap  Contracts;

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

          (vi)     to  the  Holders  of  the Class R Certificates, any remaining
     amounts;  provided  that if such Distribution Date is the Distribution Date
     immediately  following  the expiration of the latest Prepayment Charge term
     as  identified  on  the  Mortgage  Loan  Schedule  or any Distribution Date
     thereafter,  then any such remaining amounts shall be distributed first, to
     the  Holders  of  the Class P Certificates, until the Certificate Principal
     Balance thereof has been reduced to zero; and second, to the Holders of the
     Class  R  Certificates.

          (5)     With  respect  to  the  Group  II  Certificates, all principal
distributions  will  be  distributed concurrently, on a pro rata basis (based on
(i)  the  Certificate  Principal Balance of the Class A-2 Certificates, (ii) the
aggregate Certificate Principal Balance of the Class A-3 Certificates, the Class
A-4  Certificates and the Class A-5 Certificates, respectively) to (a) the Class
A-2  Certificates and (b) sequentially, to the Class A-3 Certificates, the Class
A-4  Certificates  and  the  Class  A-5 Certificates, in that order, until their
respective  Certificate  Principal Balances have been reduced to zero; provided,
however,  on  any Distribution Date on which the aggregate Certificate Principal
Balances  of  the Class CE Certificates and the Mezzanine Certificates have been
reduced  to zero, notwithstanding anything contained herein to the contrary, all
distributions  of  principal  to  the  Group II Certificates will be distributed
concurrently,  on a pro rata basis based on the Certificate Principal Balance of
each  such  Class.

          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


                                      104
<PAGE>
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 Cap Amount, in each case up to the related Net WAC Rate Carryover Amount
for  such  Distribution  Date;

          second,  sequentially,  to  the Class M-1, Class M-2, Class M-3, Class
M-4,  Class  M-5,  Class  M-6,  Class  M-7,  Class M-8, Class M-9 and Class M-10
Certificates,  in  that  order,  the  related  Cap  Amount, in each case up to a
maximum  amount  equal  to  the  related  Net WAC Rate Carryover Amount for such
Distribution  Date;

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

          fourth,  sequentially  to  the  Class M-1, Class M-2, Class M-3, Class
M-4,  Class  M-5,  Class  M-6,  Class  M-7,  Class M-8, Class M-9 and Class M-10
Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
unpaid  pursuant  to  clause  second  above.

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

          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


                                      105
<PAGE>
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.
Payments  to  the  Certificate Insurer on any Distribution Date shall be made by
wire  transfer  of  immediately available funds to the account designated by the
Certificate  Insurer  in  Section  4.11(f).

          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)     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 the
Certificate Insurer and each Holder on such date of such Class of Certificates a
notice  to  the  effect  that:

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

          (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


                                      106
<PAGE>
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,  any  amounts  which  were  paid  by  the
Certificate  Insurer  under the Certificate Insurance Policy shall be reimbursed
to  the  Certificate  Insurer  (but only if the non-surrendered Certificates are
Insured  Certificates)  and  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).

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

          SECTION  4.02.     Statements  to  Certificateholders.

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

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

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


                                      107
<PAGE>
          (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  (to  the  extent  reported  to  the  Trustee);

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

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


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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 (to the
     extent  reported  to  the  Trustee);

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

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

          (xxv)     whether  a  Trigger  Event  is  in  effect;


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

          (xxvii)     the Class A-1 Certificate Deficiency Amount and the Policy
     Payment  for  such  Distribution  Date;  and

          (xxviii)     the  amount  of  the  Reimbursement  Amount  for  such
     Distribution  Date  and  the  amount received by the Certificate Insurer in
     respect  thereof  on  such  Distribution  Date.

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

          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  Certificate  Insurer,  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, the Certificate 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.


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          Within  a  reasonable  period  of  time after the end of each calendar
year, the Trustee shall furnish to the NIMS Insurer, the Certificate 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,  the  Certificate  Insurer  and the NIMS
Insurer,  during  the  term  of this Agreement, such periodic, special, or other
reports  or  information,  whether  or  not  provided  for  herein,  as shall be
reasonable  with  respect to the Certificateholder, or otherwise with respect to
the  purposes  of this Agreement, all such reports or information to be provided
at  the expense of the Certificateholder or Certificate Owner in accordance with
such  reasonable  and  explicit  instructions  and  directions  as  the
Certificateholder  or  Certificate  Owner  may  provide.  For  purposes  of this
Section  4.02,  the  Trustee's duties are limited to the extent that the Trustee
receives  timely  reports  as  required  from  the  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,  the  Certificate Insurer, Ameriquest Mortgage
Company  and  the NIMS Insurer by telecopy (or by such other means as the Master
Servicer,  the Trustee, the Certificate Insurer, 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 will 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,  the  Certificate 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


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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  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, (ii)
from  the  Collection  Account,  to  the extent of funds held therein for future
distribution  (in  which case, it shall cause to be made an appropriate entry in
the  records of the Collection Account that amounts held for future distribution
have  been,  as  permitted  by this Section 4.03, used by the Master Servicer in
discharge  of  any  such Advance) or (iii) in the form of any combination of (i)
and  (ii)  aggregating  the  total  amount  of Advances to be made by the Master
Servicer  with  respect  to  the Mortgage Loans and REO Properties.  Any amounts
held  for  future distribution used by the Master Servicer to make an Advance as
permitted  in  the  preceding  sentence  or  withdrawn by the Master Servicer as
permitted  in  Section 3.05(a)(vii) in reimbursement of Advances previously made
shall  be  appropriately reflected in the Master Servicer's records and replaced
by  the  Master  Servicer  by deposit in the Collection Account on or before any
future  Master  Servicer  Remittance Date to the extent that the Available Funds
for  the  related Distribution Date (determined without regard to Advances to be
made on the Master Servicer Remittance Date) shall be less than the total amount
that  would  be  distributed  to  the  Classes of Certificateholders pursuant to
Section  4.01  on  such  Distribution  Date  if  such  amounts  held  for future
distributions  had not been so used to make Advances.  The Trustee shall provide
notice  to  the  Master  Servicer,  the Certificate Insurer, 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.


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<PAGE>
          (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, the Certificate Insurer 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  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
and  the  Certificate  Insurer  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


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otherwise  distributable  to  the  Class  CE  Certificates  to the extent of Net
Monthly  Excess  Cashflow  used to pay principal on the Class A Certificates and
the  Mezzanine  Certificates under clause (i) under Section 4.01 hereof; second,
in  reduction of interest accrued on and otherwise distributable to the Class CE
Certificates  to  the  extent  of  Net  Monthly  Excess  Cashflow  available for
distribution pursuant to clauses (ii) through (vi) of Section 4.01(a)(4) hereof;
and  third,  in  reduction  of the Certificate Principal Balance of the Class CE
Certificates (determined after taking into account all distributions made on the
Certificates on such Distribution Date), until the Certificate Principal Balance
thereof  has  been  reduced  to  zero.  If  on  any Distribution Date, after all
distributions  are  made  by  the  Trustee  pursuant to Section 4.01 hereof, the
aggregate  Certificate  Principal  Balance  of  the  Class  A  Certificates, the
Mezzanine  Certificates  and  the  Class  P  certificates exceeds the sum of the
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due  Period (after taking into account prepayments during the related Prepayment
Period),  the amount of such excess shall be allocated: first, to the Class M-10
Certificates,  until  the Certificate Principal Balance thereof has been reduced
to  zero; second, to the Class M-9 Certificates, until the Certificate Principal
Balance  thereof has been reduced to zero; third, to the Class M-8 Certificates,
until  the  Certificate  Principal  Balance  thereof  has  been reduced to zero;
fourth,  to  the Class M-7 Certificates, until the Certificate Principal Balance
thereof  has  been  reduced to zero; fifth, to the Class M-6 Certificates, until
the  Certificate  Principal  Balance thereof has been reduced to zero; sixth, to
the  Class M-5 Certificates, until the Certificate Principal Balance thereof has
been  reduced  to  zero;  seventh,  to  the  Class  M-4  Certificates, until the
Certificate  Principal  Balance thereof has been reduced to zero, eighth, to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has been
reduced  to  zero,  ninth,  to the Class M-2 Certificates, until the Certificate
Principal  Balance  thereof has been reduced to zero and tenth, 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)(i)     The REMIC I Marker Percentage of all Realized Losses on the
Mortgage  Loans  shall  be allocated by the Trustee on each Distribution Date to
the  following  REMIC  I  Regular  Interests  in  the  specified percentages, as
follows:  first,  to  Uncertificated  Interest  payable  to  the REMIC I Regular
Interest  I-LTAA  and  REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal  to  the  REMIC  I  Interest  Loss  Allocation  Amount,  98%  and  2%,


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<PAGE>
respectively;  second,  to  the  Uncertificated  Balances of the REMIC I Regular
Interest  I-LTAA  and  REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively;
third,  to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC
I  Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively,  until  the  Uncertificated  Balance  of  REMIC I Regular Interest
I-LTM10  has  been  reduced  to  zero; fourth, to the Uncertificated Balances of
REMIC  I  Regular  Interest  I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I
Regular  Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance  of  REMIC I Regular Interest I-LTM9 has been reduced to zero; fifth, to
the  Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest  I-LTM8  and  REMIC  I  Regular  Interest  I-LTZZ,  98%,  1%  and  1%,
respectively,  until  the  Uncertificated  Balance  of  REMIC I Regular Interest
I-LTM8  has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
I  Regular  Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC I Regular
Interest  I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of  REMIC  I  Regular  Interest I-LTM7 has been reduced to zero; seventh, to the
Uncertificated  Balances  of  REMIC  I  Regular Interest I-LTAA, REMIC I Regular
Interest  I-LTM6  and  REMIC  I  Regular  Interest  I-LTZZ,  98%,  1%  and  1%,
respectively,  until  the  Uncertificated  Balance  of  REMIC I Regular Interest
I-LTM6 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC
I  Regular  Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular
Interest  I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of  REMIC  I  Regular  Interest  I-LTM5  has been reduced to zero; ninth, to the
Uncertificated  Balances  of  REMIC  I  Regular Interest I-LTAA, REMIC I Regular
Interest  I-LTM4  and  REMIC  I  Regular  Interest  I-LTZZ,  98%,  1%  and  1%,
respectively,  until  the  Uncertificated  Balance  of  REMIC I Regular Interest
I-LTM4  has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
I  Regular  Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular
Interest  I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of  REMIC  I  Regular Interest I-LTM3 has been reduced to zero; eleventh, to the
Uncertificated  Balances  of  REMIC  I  Regular Interest I-LTAA, REMIC I Regular
Interest  I-LTM2  and  REMIC  I  Regular  Interest  I-LTZZ,  98%,  1%  and  1%,
respectively,  until  the  Uncertificated  Balance  of  REMIC I Regular Interest
I-LTM2  has been reduced to zero; and twelfth, to the Uncertificated Balances of
REMIC  I  Regular  Interest  I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I
Regular  Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance  of  REMIC  I  Regular  Interest  I-LTM1  has  been  reduced  to  zero.

         (ii)     The  REMIC  I  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  I  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 I Regular Interest ending with
     the  designation  "SUB,"  so  that  the Uncertificated Balance of each such
     REMIC  I  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 I Regular Interests such
     that  the REMIC I Subordinated Balance Ratio is maintained); and third, any
     remaining  Realized  Losses  shall be allocated to REMIC I Regular Interest
     I-LTXX.


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          SECTION  4.05.     Compliance  with  Withholding  Requirements.

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

          SECTION  4.06.     Commission  Reporting.

          (a)     The  Trustee  shall reasonably cooperate with the Depositor in
connection  with  the  Trust's  satisfying  the reporting requirements under the
Securities  Exchange  Act of 1934, as amended (the "Exchange Act").  The Trustee
shall prepare on behalf of the Trust any Forms 8-K and 10-K (or other comparable
required form containing the same or comparable information or other information
mutually  agreed  upon)  customary  for  similar  securities  as required by the
Exchange Act and the Rules and Regulations of the Commission thereunder, and the
Depositor shall sign (or shall cause another entity acceptable to the Commission
to  sign)  and  the  Trustee  shall  file  (via the Commission's Electronic Data
Gathering  and  Retrieval System) such forms on behalf of the Depositor (or such
other  entity).  The  Depositor  hereby grants to the Trustee a limited power of
attorney  to  execute  any Form 8-K and file each such document on behalf of the
Depositor.  Such  power  of  attorney  shall  continue  until the earlier of (i)
receipt  by  the Trustee from the Depositor of written termination of such power
of  attorney  and  (ii)  the 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


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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
with  a  breach  of  its  respective  obligations under this Section 4.06 or its
respective  negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other party
as  a result of the losses, claims, damages or liabilities of the other party in
such proportion as is appropriate to reflect the relative fault of the Depositor
on  the  one  hand  and  the  Trustee  on  the  other.

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

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

          (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.


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<PAGE>
          SECTION  4.07.     [Reserved].

          SECTION  4.08.     [Reserved].

          SECTION  4.09.     [Reserved].

          SECTION  4.10.     Net WAC Rate Carryover Reserve Account.

          (a)     No  later  than  the Closing Date, the Trustee shall establish
and maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Net WAC Rate Carryover Reserve Account, Wells Fargo Bank, N.A.,
as  Trustee,  in trust for the registered Holders of Park Place Securities Inc.,
Asset-Backed  Pass-Through  Certificates,  Series  2004-MCW1." The Trustee shall
deposit into the Net WAC Rate Carryover Reserve Account any payments received by
it  (i)  under  the  Cap  Contracts  for  the  benefit  of  the  Holders  of the
Adjustable-Rate  Certificates  and  (ii)  pursuant  to  Section  4.01(a)(4)(iv).

          (b)     On  each Distribution Date as to which there is a Net WAC Rate
Carryover  Amount  payable  to  the  Class  A  Certificates  or  the  Mezzanine
Certificates,  the  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, after taking into account
amounts  received under the Cap Contracts, rather than distributing such amounts
to the Class CE Certificateholders.  On each such Distribution Date, the Trustee
shall  hold  all  such  amounts  for  the  benefit of the Holders of the Class A
Certificates  and  the Mezzanine Certificates, and shall distribute such amounts
to the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts  and  priorities  set  forth  in  Section  4.01(b).

          (c)     For  federal  and  state  income  tax  purposes,  the Class CE
Certificateholders  shall  be  deemed  to  be  the  owners  of  the Net WAC Rate
Carryover  Reserve  Account  and  all  amounts  deposited  into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC II to
the  Holders  of  the  Class  CE Interest and by REMIC III 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.


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

          (f)     For federal tax return and information reporting, the right of
the  Holders  of  the  Class  A-1  Certificates,  Group  II Certificates and the
Mezzanine  Certificates  to  receive  payments  from  the Net WAC Rate Carryover
Reserve  Account  in  respect  of  any  Net  WAC  Rate  Carryover Amount will be
$303,333,  $103,958  and  $261,708,  respectively.

          SECTION  4.11.     The  Certificate  Insurance  Policy.

          (a)     The  Trustee  shall  establish a separate non-interest bearing
trust  account  which shall be an Eligible Account for the benefit of Holders of
the Class A-1 Certificates and the Certificate Insurer referred to herein as the
"Policy Payment Account" over which the Trustee shall have exclusive control and
sole right of withdrawal. The Trustee shall deposit upon receipt any amount paid
under  the  Certificate  Insurance  Policy  in  the  Policy  Payment Account and
distribute  such amount only for purposes of payment to the Insured Certificates
of  the  Policy  Payment  for  which a claim was made and such amount may not be
applied  to  satisfy  any costs, expenses or liabilities of the Master Servicer,
the Trustee or the Trust Fund or to pay any other Class of Certificates. Amounts
paid  under  the  Certificate  Insurance Policy, to the extent needed to pay any
Class  A-1  Certificate  Deficiency  Amount,  shall  be  transferred  to  the
Distribution  Account  on the related Distribution Date, and the portion thereof
representing  the  Class A-1 Certificate Deficiency Amount shall be disbursed by
the  Trustee  to  the Class A-1 Certificateholders, in each case as if it were a
distribution  to  the Holders of such Certificates pursuant to Section 4.01.  It
shall  not be necessary for such payments to be made by checks or wire transfers
separate  from  the  checks or wire transfers used to pay other distributions to
the  Class  A-1 Certificateholders, as applicable, with other funds available to
make  such  payment.  However,  the  amount  of  any  payment of principal or of
interest  on the Insured Certificates to be paid from funds transferred from the
Policy  Payment Account shall be noted as provided in paragraph (d) below and in
the  statement to be furnished to Holders of such Class of Certificates pursuant
to  Section  4.02.  Funds  held  in  the  Policy  Payment  Account  shall not be
invested.  Any  funds  remaining  in  the  Policy  Payment  Account on the first
Business  Day following a Distribution Date shall be returned to the Certificate
Insurer  pursuant  to the written instructions of the Certificate Insurer by the
end  of  such  Business  Day.


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<PAGE>
          (b)     If  the  Trustee  has  determined that a Class A-1 Certificate
Deficiency  Amount is required to be paid under the Certificate Insurance Policy
with  respect  to such Distribution Date, it shall deliver a Notice of Claim (in
the  form  attached  as  Exhibit  A  to the Certificate Insurance Policy) to the
                         ----------
Certificate  Insurer  no  later than noon, New York, New York time on the second
Business  Day  preceding such Distribution Date and shall provide a copy thereof
to  the Master Servicer at or prior to the time such Notice of Claim is received
by  the  Certificate  Insurer.  The  Notice  of  Claim  shall constitute a claim
therefor  pursuant  to  the  Certificate  Insurance  Policy.

          (c)     If  the  Trustee  receives a certified copy of an order of the
appropriate  court  (an "Order") that any prior distribution made on the Insured
Certificates  constitutes  an  Avoided  Payment, the Trustee shall so notify the
Certificate  Insurer,  shall  comply  with  the  provisions  of  the Certificate
Insurance  Policy  to  obtain payment by the Certificate Insurer of such Avoided
Payment  and  shall,  at the time it provides notice to the Certificate Insurer,
notify each holder of the affected Insured Certificates by mail that (i) subject
to  the  terms of the Certificate Insurance Policy, the Certificate Insurer will
disburse  the  Avoided  Payment  directly  to  the  receiver,  conservator,
debtor-in-possession  or  trustee in bankruptcy named in the Order on the fourth
Business  Day  following  such Certificateholder's making timely delivery to the
Trustee  of (a) a certificate of such Certificateholder that such Order has been
entered  and  is not subject to any stay, (b) an opinion of counsel satisfactory
to the Certificate Insurer that such Order is final and is not subject to appeal
and  (c) an assignment duly executed and delivered by such Certificateholder, in
such  from  as is reasonably required by the Certificate Insurer and provided to
such  Certificateholder by the Certificate Insurer, irrevocably assigning to the
Certificate  Insurer all rights and claims of such Certificateholder relating to
or  arising under the affected Insured Certificates against the debtor that made
a  payment  of  such Avoided Payment, or otherwise with respect to such payment,
provided that if such documents are received after 10:00 a.m., New York time, on
such  Business Day, they will be deemed to be received on the following Business
Day,  and  (ii)  if  any  such  Avoided  Payment  is  recovered  from  such
Certificateholder  pursuant  to  such  Order,  such  Certificateholder  will  be
entitled to payment pursuant to the Certificate Insurance Policy.  A copy of the
Certificate  Insurance  Policy  shall  be  made  available  to  each  affected
Certificateholder  through  the  Trustee,  and  the Trustee shall furnish to the
Certificate  Insurer  or  its  fiscal  agent,  if  any,  a  copy  of its records
evidencing  the  payments  that  have  been made by the Trustee and subsequently
recovered  from  Certificateholders  and  the  dates on which such payments were
made.

          (d)     The  Trustee  shall keep a complete and accurate record of the
amount  of  interest  and  principal paid in respect of any Insured Certificates
from  moneys  received  under  the Certificate Insurance Policy. The Certificate
Insurer  shall have the right to inspect such records at reasonable times during
normal  business  hours  upon  two  Business  Day's prior notice to the Trustee.

          (e)     The  Holders  of  the Insured Certificates are not entitled to
institute  proceedings directly against the Certificate Insurer.  Each Holder of
the  Insured Certificates, by its purchase of Insured Certificates hereby agrees
that  the  Certificate  Insurer  may  at any time during the continuation of any
proceeding  relating  to an Avoided Payment, direct all matters relating to such
Avoided Payment on their behalf, including, without limitation, the direction of


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any appeal of any order relating to such preference claim and the posting of any
surety,  supersedeas  or  performance  bond  pending  any  such  appeal.

          (f)     Any  payments to the Certificate Insurer shall be made by wire
transfer of immediately available funds to the following Federal Reserve Account
(unless  and  until  the Certificate Insurer notifies the Trustee of a change in
such  account  information  in  writing):

                    Fleet Bank, N.A.
                    777 Main Street
                    Hartford, CT  06115-2001
                    ABA Number:  011900571
                    For the Account of: XL Capital Assurance Inc.
                    1221 Avenue of the Americas, 31st Floor
                    New York, NY  10020-1001
                    Account #: 942-783-5841
                    Reference: Policy Number CA01137A -PPSI 2004-MCW1

          (g)     The  Trustee  shall,  upon  retirement  of  the  Insured
Certificates,  furnish  to  the Certificate Insurer a notice of such retirement,
and, after retirement of the Insured Certificates and the expiration of the term
of  the Certificate Insurance Policy, surrender the Certificate Insurance Policy
to  the  Certificate  Insurer  for  cancellation.

          (h)     The  Trustee  shall  hold  the Certificate Insurance Policy in
trust  as  agent  for the Holders of the Class A Certificates for the purpose of
making  claims  thereon  and  distributing  the  proceeds  thereof.  Neither the
Certificate  Insurance  Policy nor the amounts paid on the Certificate Insurance
Policy  shall  constitute part of the Trust Fund created by this Agreement. Each
Holder  of Insured Certificates, by accepting its Insured Certificates, appoints
the  Trustee  as  attorney-in-fact  for  the  purpose  of  making  claims on the
Certificate  Insurance  Policy.

          SECTION  4.12.     Effect  of  Payments  by  the  Certificate Insurer;
                             Subrogation.

          Anything  herein  to  the  contrary  notwithstanding, any payment with
respect  to  principal  of or interest on the Insured Certificates which is made
with  moneys  received pursuant to the terms of the Certificate Insurance Policy
shall not be considered payment of the Insured Certificates from the Trust Fund.
The  Depositor, the Master Servicer and the Trustee acknowledge, and each Holder
by  its  acceptance  of an Insured Certificate agrees, that without the need for
any  further  action  on the part of the Certificate Insurer, the Depositor, the
Master  Servicer, the Trustee or the Certificate Registrar (a) to the extent the
Certificate  Insurer  makes  payments,  directly  or  indirectly,  on account of
principal  of  or  interest  on  the Insured Certificates to the Holders of such
Class of Certificates, the Certificate Insurer shall be fully subrogated to, and
each such Certificateholder, the Master Servicer and the Trustee hereby delegate
and  assign  to the Certificate Insurer, to the fullest extent permitted by law,
the rights of such Holders to receive such principal and interest (in the manner
set  forth  in  the  Insurance  Agreement)  from  the  Trust  Fund,  and (b) the
Certificate  Insurer  shall  be  paid  such  amounts from the sources and in the
manner  provided  herein for the payment of such amounts and as provided in this
Agreement  until  full  reimbursement  of  all  Policy  Payments  (together with
interest  thereon at the Late Payment Rate from the date paid by the Certificate
Insurer  until  the  date  of  reimbursement


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<PAGE>
thereof).  The  Trustee  and the Master Servicer shall cooperate in all respects
with any reasonable request by the Certificate Insurer for action to preserve or
enforce  the  Certificate  Insurer's  rights  or  interests under this Agreement
without  limiting  the  rights  or affecting the interests of the Holders of the
Insured  Certificates  as  otherwise  set  forth  herein.


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                                    ARTICLE V

                                THE CERTIFICATES

          SECTION  5.01.     The  Certificates.

          (a)     The  Certificates  in the aggregate shall represent the entire
beneficial  ownership  interest  in  the  Mortgage  Loans  and  all other assets
included  in  REMIC I.  At the Closing Date, the aggregate Certificate Principal
Balance  of  the Certificates shall equal the aggregate Stated Principal Balance
of  the  Mortgage  Loans.

          The Certificates shall be substantially in the forms annexed hereto as
Exhibits  A-1 through A-18.  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 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


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<PAGE>
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-10 Certificates),
except  that  any  beneficial  ownership  that  was  represented by a Book-Entry
Certificate  in an amount less than $25,000 immediately prior to the issuance of
a  Definitive Certificate shall be issued in a minimum denomination equal to the
amount  represented  by such Book-Entry Certificate.  None of the Depositor, the
Master  Servicer 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,


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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-10  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-10  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-10 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-10 Certificates is to be made without registration under the 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


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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-10 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 Class CE Certificate, Class P Certificate or
Residual  Certificate  or any interest therein shall be made to any Plan subject
to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on  behalf of any such Plan or any Person acquiring such Certificates with "Plan
Assets"  of  a  Plan  within  the  meaning of the Department of Labor regulation
promulgated  at  29 C.F.R. Sec. 2510.3-101 ("Plan Assets"), as certified by such
transferee  in  the  form  of  Exhibit G, unless the Trustee is provided with an
Opinion  of  Counsel  for  the  benefit  of  the  Trust Fund, the Depositor, the
Trustee,  the  NIMS Insurer, the Certificate Insurer and the Master Servicer and
on  which  they  may  rely,  which  shall be to the effect that the purchase and
holding  of  such  Certificates  is  permissible  under applicable law, will not
constitute  or  result  in  any non-exempt prohibited transaction under ERISA or
Section  4975  of  the  Code  and  will  not  subject  the Depositor, the Master
Servicer,  the  NIMS  Insurer, the Certificate Insurer, 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 NIMS Insurer, the Certificate Insurer, the Trustee or
the  Trust  Fund.  Neither  an  Opinion of Counsel nor any certification will 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.

          Each  beneficial  owner  of the Mezzanine Certificates or any interest
therein  shall  be  deemed  to have represented, by virtue of its acquisition or
holding  of  that  certificate  or interest therein, that either (i) it is not a
Plan or acting, directly or indirectly, on behalf of a Plan or with Plan Assets,
(ii)  for  Mezzanine Certificates other than the Class M-10 Certificates, it has
acquired  and  is holding such Mezzanine Certificates (other than the Class M-10
Certificates)  in  reliance  on  the  Underwriters'  Exemption,  and  that  it
understands  that  there  are  certain  conditions  to  the  availability of the
Underwriters'  Exemption,  including that the Certificates (other than the Class
M-10 Certificates) must be rated, at the time of purchase, not lower than "BBB-"
(or  its  equivalent)  by  Moody's, Fitch or S&P or (iii) (1) it is an insurance
company,  (2)  the  source  of  funds used to acquire or hold the certificate or
interest  therein  is  an  "insurance  company  general


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<PAGE>
account,"  as  such  term  is  defined  in PTCE 95-60, and (3) the conditions in
Sections  I  and  III  of  PTCE  95-60  have  been  satisfied.

          If any Class CE Certificate, Class P Certificate, Residual Certificate
or  Mezzanine  Certificate  or  any  interest  therein  is  acquired  or held in
violation  of  the  provisions  of  the preceding paragraphs, the next preceding
permitted  beneficial  owner  will  be  treated  as the beneficial owner of that
Certificate  retroactive  to  the  date  of transfer to the purported beneficial
owner.  Any  purported beneficial owner whose acquisition or holding of any such
Certificate  or  interest therein was effected in violation of the provisions of
the  preceding  paragraph  shall  indemnify and hold harmless the Depositor, the
Master Servicer, the Trustee, the NIMS Insurer, the Certificate Insurer, and the
Trust  Fund  from and against any and all liabilities, claims, costs or expenses
incurred  by  those  parties  as  a  result  of  that  acquisition  or  holding.

            Each  Person  who  has  or  who acquires any Ownership Interest in a
Residual  Certificate  shall  be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have  irrevocably  authorized  the  Certificate  Registrar or its designee under
clause (iii)(A) below to deliver payments to a Person other than such Person and
to  negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute  all  instruments  of  Transfer  and to do all other things necessary in
connection  with  any  such  sale.  The  rights  of  each  Person  acquiring any
Ownership  Interest  in  a  Residual  Certificate  are  expressly subject to the
following  provisions:

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

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

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

          (D)     Each  Person  holding or acquiring any Ownership Interest in a
     Residual  Certificate  shall  agree (x) to require a Transfer Affidavit and
     Agreement  from  any  other


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<PAGE>
     Person to whom such Person attempts to transfer its Ownership Interest in a
     Residual  Certificate and (y) not to transfer its Ownership Interest unless
     it  provides a Transferor Affidavit (in the form attached hereto as Exhibit
     F-2), to the Certificate Registrar stating that, among other things, it has
     no  actual  knowledge that such other Person is not a Permitted Transferee.

          (E)     Each  Person  holding  or acquiring an Ownership Interest in a
     Residual  Certificate,  by  purchasing  an  Ownership  Interest  in  such
     Certificate,  agrees  to give the Certificate Registrar written notice that
     it  is  a  "pass-through  interest  holder" within the meaning of temporary
     Treasury  regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
     an Ownership Interest in a Residual Certificate, if it is, or is holding an
     Ownership  Interest in a Residual Certificate on behalf of, a "pass-through
     interest  holder."

          (ii)   The  Certificate Registrar shall  register  the Transfer of any
Residual  Certificate  only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably required
by  the Certificate Registrar as a condition to such registration.  In addition,
no  Transfer  of  a  Residual  Certificate  shall be made unless the Certificate
Registrar  shall  have  received  a representation letter from the Transferee of
such  Certificate  to the effect that such Transferee is a Permitted Transferee.

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

          (B)     If  any  purported  Transferee  shall  become  a  Holder  of a
     Residual  Certificate  in  violation  of  the  restrictions in this Section
     5.02(d) and to the extent that the retroactive restoration of the rights of
     the  Holder  of  such  Residual Certificate as described in clause (iii)(A)
     above  shall  be  invalid,  illegal  or unenforceable, then the 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.


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          (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 as among its
record  Holders  at  any  time  any Person which is a Disqualified Organization.
Reasonable  compensation  for  providing such information may be accepted by the
Trustee.

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

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

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

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

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

          (f)     At  the  option  of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and  a like aggregate Percentage Interest, upon surrender of such Certificate to
be  exchanged at any office or agency of the Trustee maintained for such purpose
pursuant  to  Section  8.12.  Whenever  any  Certificates are so surrendered for
exchange  the  Trustee,  shall  execute  and  cause the Certificate Registrar to
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.  Every Certificate presented or surrendered for
transfer  or exchange shall (if so required by the Trustee) be duly endorsed by,
or  be  accompanied by a written instrument of transfer in the form satisfactory
to  the  Trustee  and  the  Certificate  Registrar  duly executed by, the Holder
thereof  or  his attorney duly authorized in writing.  In addition, with respect
to  each


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Residual  Certificate,  the Holder thereof may exchange, in the manner described
above,  the  Class  R  Certificate  for  three  separate  Certificates,  each
representing  such  Holder's  respective  Percentage  Interest  in the Class R-I
Interest  and  the  Class  R-II  Interest,  respectively,  in each case that was
evidenced  by  the  Class  R  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  March  2005.

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

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

          If  (i) any mutilated Certificate is surrendered to the 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, the
Certificate  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  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


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Depositor, the Master Servicer, the Trustee, the Certificate Registrar, the NIMS
Insurer,  the  Certificate 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-10
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-10
Certificates,  the  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-10  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 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.

          SECTION 5.06.     Rights of the Certificate Insurer to Exercise Rights
                            of  Class  A-1  Certificateholders.

          (a)     By accepting its Certificate, each Class A-1 Certificateholder
agrees  that,  unless  a  Certificate  Insurer  Default  exists, the Certificate
Insurer  shall be deemed to be the Class A-1 Certificateholders for all purposes
(other than with respect to the receipt of payment on such Class of Certificates
except  payments  with  respect to which the Certificate Insurer has subrogation
rights  as  set forth herein) and shall have the right to exercise all rights of
such  Certificateholders  under  this  Agreement  and  under  the  Class  A-1
Certificates without any further consent of such Certificateholders.


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<PAGE>
          (b)     All  notices,  statement  reports,  certificates  or  opinions
required  by  this Agreement to be sent to any Class A-1 Certificateholder shall
also  be  sent  to  the  Certificate  Insurer.

          (c)     (x)  On the Distribution Date immediately after the expiration
of  the Term of the Certificate Insurance Policy (as such term is defined in the
Certificate  Insurance  Policy)  or  (y)  during the occurrence of a Certificate
Insurer Default (until such time as it has been cured), the rights, consents and
notifications  granted  to  the  Certificate  Insurer in this Agreement shall be
extinguished.

          SECTION  5.07.     Certificate  Insurer  Default.

          Notwithstanding  anything  elsewhere  in  this  Agreement  or  in  the
Certificates to the contrary, if (i) a Certificate Insurer Default exists and is
continuing  or  (ii)  if and to the extent the Certificate Insurer has delivered
its  written  renunciation  of  all  of  its  rights  under  this Agreement, all
provisions  of  this  Agreement  which  (a)  permit  the  Certificate Insurer to
exercise rights of the Class A-1 Certificateholders, (b) restrict the ability of
the  Certificateholders,  the  Master Servicer or the Trustee to act without the
consent  or  approval  of the Certificate Insurer, (c) provide that a particular
act  or  thing  must  be  acceptable  to the Certificate Insurer, (d) permit the
Certificate  Insurer  to  direct  (or  otherwise  to require) the actions of the
Trustee,  the  Master  Servicer  or the Certificateholders, (e) provide that any
action  or  omission  taken  with  the consent, approval or authorization of the
Certificate Insurer shall be authorized hereunder or shall not subject the party
taking  or omitting to take such action to any liability hereunder or (f) have a
similar  effect,  shall  be of no further force and effect and the Trustee shall
administer  the  Trust Fund and perform its obligations hereunder solely for the
benefit  of the Holders of the Certificates.  Nothing in the foregoing sentence,
nor  any  action  taken  pursuant  thereto  or in compliance therewith, shall be
deemed  (x)  to  have  released  the  Certificate Insurer from any obligation or
liability  it  may  have  to  any  party  or to the Class A-1 Certificateholders
hereunder, under any other agreement, instrument or document (including, without
limitation,  the Certificate Insurance Policy) or under applicable law or (y) to
have  terminated  (1)  the  Certificate Insurer's right to receive Reimbursement
Amounts  under  this  Agreement  or the Insurance Agreement, (2) the Certificate
Insurer's  right  to  receive  reports  and  distributions  as described in this
Agreement  or  (3)  the  requirement  that  the  Certificate Insurer approve any
amendments  to  this  Agreement  that  would adversely affect the aforementioned
rights.  At  such  time  as the Class A-1 Certificates are no longer outstanding
hereunder, and no amounts owed to the Certificate Insurer hereunder with respect
to  such  Class  of Certificates remain unpaid, the Certificate Insurer's rights
hereunder with respect to such Class of Certificates shall terminate.


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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 (without regard to the Certificate Insurance
Policy)  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


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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  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,  in the case of the Depositor and the Master Servicer, any loss,
liability  or  expense  incurred  by reason of willful misfeasance, bad faith or
negligence  in  the  performance  of  duties  hereunder or by reason of reckless
disregard  of obligations and duties hereunder.  Neither the Depositor, the NIMS
Insurer  nor  the  Master  Servicer  shall be under any obligation to appear in,
prosecute  or  defend  any  legal  action  unless  such action is related to its
respective  duties under this Agreement and, in its opinion, does not involve it
in  any expense or liability; provided, however, that each of the Depositor, the
NIMS  Insurer  and  the Master Servicer may in its discretion undertake any such
action  which  it may deem necessary or desirable with respect to this Agreement
and  the  rights  and  duties  of  the  parties  hereto and the interests of the
Certificateholders hereunder.  In such event, unless the Depositor or the Master
Servicer  acts without the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder), the legal expenses and costs of such action and
any  liability  resulting  therefrom  (except  any  loss,  liability  or expense
incurred  by  reason  of  willful  misfeasance,  bad  faith or negligence in the
performance  of  duties  hereunder  or  by  reason  of  reckless  disregard  of
obligations  and  duties  hereunder) shall be expenses, costs and liabilities of
the  Trust  Fund,  and  the  Depositor, the NIMS Insurer and the Master Servicer
shall  be  entitled to be reimbursed therefor from the Collection Account as and
to  the  extent  provided in Section 3.05, any such right of reimbursement being
prior  to  the  rights  of  the  Certificateholders to receive any amount in the
Collection  Account.

          SECTION  6.04.     Limitation  on  Resignation of the Master Servicer.

          The  Master  Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no  longer  permissible under applicable law or (ii) with the written consent of
the  Trustee, the NIMS Insurer, the Certificate Insurer and written confirmation
from each Rating Agency (which confirmation shall be furnished to the Depositor,
the NIMS Insurer, the Certificate Insurer and the Trustee) that such resignation
shall  not  cause  such  Rating  Agency to reduce the then current rating of the
Class A Certificates (without regard to the Certificate Insurance Policy) 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


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effect  obtained  at  the  expense  of  the Master Servicer and delivered to the
Trustee,  the  Certificate  Insurer 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 and the Certificate 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.

          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.  Further, the Master Servicer shall
not  assign  or  transfer  any  of  its rights, benefits or privileges hereunder
without  the  prior  consent  of the Certificate Insurer (such consent not to be
unreasonably withheld).  If, pursuant to any provision hereof, the duties of the
Master  Servicer  are  transferred  to  a  successor master servicer, the entire
amount  of  the  Servicing  Fee  and  other  compensation  payable to the Master
Servicer  pursuant  hereto  shall thereafter be payable to such successor master
servicer.

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

          The  Master  Servicer  shall  afford  (and any Sub-Servicing Agreement
shall  provide  that  each  Sub-Servicer  shall  afford) the Depositor, the NIMS
Insurer, the Certificate 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, the Certificate 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,  the  Certificate  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, the
Certificate  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.


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

          (a)     The  Master  Servicer  may enter into Sub-Servicing Agreements
(provided  that  such agreements would not result in a withdrawal or a downgrade
by any Rating Agency of the ratings on any Class of Certificates (without regard
to  the  Certificate Insurance Policy) and the NIMS Insurer shall have consented
to  such  Sub-Servicing  Agreement)  with  Sub-Servicers,  for the servicing and
administration  of  the  Mortgage  Loans.

          Each  Sub-Servicer shall be (i) authorized to transact business in the
state  or  states in which the related Mortgaged Properties it is to service are
situated,  if  and  to  the  extent  required  by  applicable  law to enable the
Sub-Servicer  to  perform  its obligations hereunder and under the Sub-Servicing
Agreement,  (ii)  an  institution  approved as a mortgage loan originator by the
Federal  Housing  Administration or an institution the deposit accounts in which
are  insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer.  Each  Sub-Servicing  Agreement  must  impose  on  the  Sub-Servicer
requirements  conforming to the provisions set forth in Section 6.11 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The  Master  Servicer  shall  examine  each Sub-Servicing Agreement and shall be
familiar with the terms thereof.  The terms of any Sub-Servicing Agreement shall
not  be  inconsistent  with any of the provisions of this Agreement.  The Master
Servicer  and  the  Sub-Servicers  may  enter  into  and  make amendments to the
Sub-Servicing  Agreements  or  enter  into  different  forms  of  Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such  amendment  or  different form shall be made or entered into which could be
reasonably  expected  to  be  materially  adverse  to  the  interests  of  the
Certificateholders,  without the consent of the Holders of Certificates entitled
to  at least 66% of the Voting Rights.  Any variation without the consent of the
Holders  of  Certificates entitled to at least 66% of the Voting Rights from the
provisions  set  forth  in  Section  6.11,  provisions  relating to insurance in
Section  3.10 or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances by
the  Sub-Servicers  to  the  Master  Servicer,  are  conclusively  deemed  to be
inconsistent  with this Agreement and therefore prohibited.  The Master Servicer
shall  deliver  to  the  Trustee,  the  Certificate Insurer 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,  the  Certificate  Insurer  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


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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.

          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  Certificate 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 Certificate Insurer, the


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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 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.


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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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<PAGE>
                                   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,  the Certificate 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,  the
     Certificate 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, the Certificate Insurer 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,  the  Certificate Insurer 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


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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 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, the Certificate
Insurer  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, the
Certificate Insurer and the NIMS Insurer and having a net worth of not less than
$15,000,000  as the successor to the Master Servicer under this Agreement in the


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assumption  of all or any part of the responsibilities, duties or liabilities of
the Master Servicer under this Agreement.  If no Certificate Insurer Default has
occurred and is continuing, the Certificate Insurer, subject to (d) below, shall
have the right to consent to any successor Master Servicer which the Trustee may
propose  to  appoint except with respect to a proposed successor to be appointed
by  a  court  of  competent  jurisdiction.  No appointment of a successor to the
Master  Servicer under this Agreement shall be effective until the assumption by
the  successor  of  all  of  the  Master Servicer's responsibilities, duties and
liabilities  hereunder.  In  connection  with  such  appointment  and assumption
described herein, the Trustee may make such arrangements for the compensation of
such  successor out of payments on Mortgage Loans as it and such successor shall
agree;  provided,  however, that no such compensation shall be in excess of 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.


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<PAGE>
          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, the Certificate Insurer 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, the Certificate
Insurer  and  to  all  Holders  of  Certificates notice of each such occurrence,
unless such default or Master Servicer Event of Default shall have been cured or
waived.

          SECTION  7.04.     Waiver  of  Master  Servicer  Events  of  Default.

          The  Holders  representing at least 66% of the Voting Rights (with the
consent  of  the NIMS Insurer) evidenced by all Classes of Certificates affected
by  any  default  or  Master  Servicer Event of Default hereunder may waive such
default  or  Master Servicer Event of Default; provided, however, that a default
                                               --------  -------
or  Master  Servicer  Event of Default under clause (i) or (vii) of Section 7.01
may  be  waived only by all of the Holders of the Regular Certificates (with the
consent  of  the  NIMS  Insurer).  Upon  any  such waiver of a default or Master
Servicer  Event  of  Default,  such  default or Master Servicer Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder.  No  such  waiver  shall extend to any subsequent or other default or
Master  Servicer  Event of Default or impair any right consequent thereon except
to  the  extent  expressly  so  waived.


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<PAGE>
                                  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, the Certificate Insurer 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  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


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<PAGE>
     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,  the
     Certificate Insurer or the NIMS Insurer, pursuant to the provisions of this
     Agreement,  unless  such Certificateholders, the Certificate Insurer 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
     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;


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<PAGE>
          (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, the Certificate 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 Cap Contracts on the Closing Date and
thereafter  on behalf of the Holders of the Class A-1 Certificates, the Group II
Certificates  and  the  Mezzanine  Certificates.  The Seller, the Depositor, the
Master  Servicer  and  the  Holders  of the Class A-1 Certificates, the Group II
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 Cap Contracts and shall do so solely in its
capacity  as  Trustee  of  the  Trust  Fund  and not in its individual capacity.

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

          The  recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the  statements  of  the Depositor and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no representations or warranties as to the
validity  or sufficiency of this Agreement (other than as specifically set forth
with  respect  to such party in Section 8.13) or of the Certificates (other than
the  signature of the Trustee and authentication of the Certificate Registrar on
the  Certificates)  or  of  any  Mortgage Loan or related document.  The Trustee
shall  not  be  accountable  for  the  use  or  application  by  the


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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.

          (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.


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          (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  Certificate  Insurer,  the  Master  Servicer  and  the
Certificateholders.  Upon  receiving  such notice of resignation of the Trustee,
the  Depositor shall, with the Certificate Insurer's consent, promptly appoint a
successor  trustee acceptable to the NIMS Insurer and the Certificate 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 Certificate Insurer, the Trustee and
the  Master  Servicer  by  the  Depositor.

          If  at  any  time the Trustee shall cease to be eligible in accordance
with  the  provisions  of  Section  8.06  and shall fail to resign after written
request  therefor by the Depositor, the Certificate Insurer 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  and  the  Certificate  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,  the  Certificate Insurer and the Master
Servicer  by  the  Depositor.

          If  no  successor  Trustee  shall  have  been  so appointed and having
accepted  appointment  within  25  days  after  the  giving  of  such  notice of
resignation,  then  the  Certificate  Insurer  may  appoint  a successor Trustee
acceptable  to  the  NIMS  Insurer.  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.


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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 and the Certificate 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, the
Certificate  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
(without  regard  to the Certificate Insurance Policy) 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  the  Certificate Insurer and 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.

          In  the  event  that  a  successor trustee is appointed as provided in
Section  8.07, the parties hereto agree that, as compensation for such services,
such  successor  trustee  may  be entitled to receive a fee on each Distribution
Date  in  an  amount up to 0.005% per annum (the "Trustee Fee Rate") accrued for
one  month multiplied by the sum of the aggregate Scheduled Principal Balance of
the  Mortgage  Loans  and  any  REO  Properties  as  of  the  second  preceding


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Due  Date  (or,  in the case of the initial Distribution Date, as of the Cut-off
Date),  calculated  on  the  basis of a 360-day year consisting of twelve 30-day
months.

          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.

          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,  the  Certificate  Insurer 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, the Certificate Insurer and the NIMS
Insurer.  If  the  Master Servicer, the Certificate Insurer and the NIMS Insurer
shall not have joined in such appointment within 15 days after the receipt by it
of  a request so to do, or in case a Master Servicer Event of Default shall have
occurred  and be continuing, the Trustee alone shall have the power to make such
appointment.  No  co-trustee  or separate trustee hereunder shall be required to
meet  the  terms  of  eligibility  as  a  successor  trustee  under Section 8.06
hereunder  and  no  notice  to the Holders of Certificates of the appointment of
co-trustee(s)  or  separate  trustee(s)  shall  be  required  under Section 8.08
hereof.

          In  the  case  of  any appointment of a co-trustee or separate trustee
pursuant  to  this  Section  8.10,  all  rights,  powers, duties and obligations
conferred  or  imposed  upon  the Trustee shall be conferred or imposed upon and
exercised  or  performed  by the Trustee and such separate trustee or co-trustee
jointly,  except  to  the extent that under any law of any jurisdiction in which
any  particular  act  or  acts  are  to  be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall  be incompetent or unqualified to perform such act or acts, in which event
such  rights,  powers, duties and obligations (including 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


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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, the
Certificate  Insurer  and  the  NIMS  Insurer.

          Any  separate  trustee  or co-trustee may, at any time, constitute the
Trustee,  its  agent  or attorney-in-fact, with full power and authority, to the
extent  not  prohibited by law, to do any lawful act under or in respect of this
Agreement  on its behalf and in its name.  If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to  the  extent  permitted by law, without the appointment of a new or
successor  trustee.

          SECTION  8.11.     Appointment  of  Custodians.

          The  Trustee  may,  with  the  consent of the Depositor 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 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 approved by the
Certificate  Insurer 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,
the  Certificate  Insurer  and  the  Depositor,  as  of  the Closing Date, that:


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

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

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

          (iv)     This  Agreement,  assuming  due  authorization, execution and
     delivery  by  the  other  parties  hereto,  constitutes  a valid, legal and
     binding  obligation  of  it,  enforceable against it in accordance with the
     terms  hereof,  subject  to  (A)  applicable  bankruptcy,  insolvency,
     receivership,  reorganization,  moratorium  and  other  laws  affecting the
     enforcement  of  creditors' rights generally, and (B) general principles of
     equity,  regardless  of  whether  such  enforcement  is  considered  in  a
     proceeding  in  equity  or  at  law.

          (v)     It  is  not in violation of, and its execution and delivery of
     this  Agreement  and  its performance and compliance with the terms of this
     Agreement shall not constitute a violation of, any law, any order or decree
     of any court or arbiter, or any order, regulation or demand of any federal,
     state  or  local  governmental or regulatory authority, which violation, in
     its  good faith and reasonable judgment, is likely to affect materially and
     adversely  either  the  ability of it to perform its obligations under this
     Agreement  or  its  financial  condition.

          (vi)     No  litigation  is  pending  or,  to  the  best  knowledge,
     threatened  against  it  which  would  prohibit  it from entering into this
     Agreement  or,  in  its  good  faith  reasonable  judgment,  is  likely  to
     materially  and  adversely  affect  either  its  ability  to  perform  its
     obligations  under  this  Agreement  or  its  financial  condition.


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                                   ARTICLE IX

                                   TERMINATION

          SECTION  9.01.     Termination  Upon  Repurchase or Liquidation of All
                             Mortgage Loans.

          (a)     Subject  to  Section  9.02,  the  respective  obligations  and
responsibilities  under this Agreement of the Depositor, the Master Servicer 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 of this Section 9.01);
provided, however, such option may only be exercised if the Termination Price is
sufficient  to  pay  (i)  any  amounts owed to the Certificate Insurer under the
Insurance  Agreement  and  (ii)  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.  If a termination pursuant to this Section 9.01(a) or Section 9.01(b)
will  result  in a claim under the Certificate Insurance Policy or if any amount
owed  to  the  Certificate  Insurer  will  not  be  fully  reimbursed after such
termination,  the  consent of the Certificate Insurer shall be required prior to
the  Terminator  exercising  such  option.

          (b)     Holders  of  at least 76% of the Voting Rights of the Class CE
Certificates,  the  Master Servicer (or if the Master Servicer fails to exercise
such  right,  the  NIMS Insurer), in that order, shall have the right (the party
exercising  such right, the "Terminator"), to purchase all of the Mortgage Loans
and  each  REO  Property  remaining  in  REMIC  I  pursuant to clause (i) of the
preceding  paragraph  no  later  than  the  Determination  Date  in  the  month
immediately


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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,  the  Certificate  Insurer 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 and the
Certificate  Insurer  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.

          (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


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<PAGE>
non-tendering  Holder  or  Holders.  On the final Distribution Date, the Trustee
shall  withdraw  from  Available  Funds  to  pay  to the Certificate Insurer all
amounts  owed to the Certificate Insurer, if any, pursuant to the priorities set
forth in Section 4.01 of this Agreement.  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  any  amounts  paid  by  the Certificate Insurer to the
Certificate  Insurer  (but  only if the non-surrendered Certificates are Insured
Certificates)  and  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.

          (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


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prepared the documentation required in connection with the adoption of a plan of
liquidation  of  each  Trust  REMIC  pursuant  to  this  Section  9.02.

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


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                                    ARTICLE X

                                REMIC PROVISIONS

          SECTION  10.01.     REMIC  Administration.

          (a)     The  Trustee  shall elect to treat each Trust REMIC as a REMIC
under the Code and, if necessary, under applicable state law. Each such election
shall  be  made  by the Trustee on Form 1066 or other appropriate federal tax or
information  return  or any appropriate state return for the taxable year ending
on  the  last  day of the calendar year in which the Certificates are issued and
copies of such forms and election shall be furnished to the Certificate Insurer.
For  the  purposes  of the REMIC election in respect of REMIC I, (i) the REMIC I
Regular  Interests  shall  be designated as the Regular Interests in REMIC I and
the  Class R-I Interest shall be designated as the Residual Interest in REMIC I,
(ii) the Class A Certificates, the Mezzanine Certificates, the Class CE Interest
and  the  Class P Interest shall be designated as the Regular Interests in REMIC
II  and  the Class R-II Interest shall be designated as the Residual Interest in
REMIC  II,  (iii)  the  Class CE 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  and  (iv)  the Class P Certificates shall be
designated  as  the  Regular  Interests  in REMIC IV and the Class R-IV Interest
shall be designated as the Residual Interest in REMIC IV.  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 Class CE
Interest,  the  Class  P  Interest  and  the  interests  represented  by  the
Certificates.

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

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

          (d)     The  Trustee  shall  prepare,  sign  and  file  all of the Tax
Returns  in  respect  of  each REMIC created hereunder and furnish copies to the
Certificate Insurer.  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


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designee  such information with respect to the assets of the Trust Fund as is in
its  possession  and  reasonably required by the Trustee to enable it to perform
its  obligations  under  this  Article.

          (e)     The  Trustee  shall  perform on behalf of each Trust REMIC all
reporting  and  other  tax compliance duties that are the responsibility of such
REMIC  under  the Code, the REMIC Provisions or other compliance guidance issued
by  the  Internal Revenue Service or any state or local taxing authority.  Among
its  other  duties,  as required by the Code, the REMIC Provisions or other such
compliance  guidance,  the  Trustee  shall  provide  (i)  to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax  relating to the transfer of a Residual Certificate to any Person who is not
a  Permitted  Transferee,  (ii)  to  the  Certificateholders such information or
reports  as  are  required by the Code or the REMIC Provisions including reports
relating  to  interest,  original  issue discount and market discount or premium
(using  the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service  the  name,  title, address and telephone number of the person who shall
serve  as  the  representative  of  each Trust REMIC.  The 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 and
the  Certificate  Insurer  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, the Certificate Insurer and
the  NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee,
the  NIMS  Insurer  and  the  Certificate  Insurer  (at the expense of the party
seeking  to  take  such action but in no event at the expense of the Trustee) to
the  effect  that  the  contemplated action shall not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor shall
the  Master  Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee, the Certificate Insurer and the NIMS Insurer
has  advised  it  in  writing  that it has received an Opinion of Counsel to the
effect  that an Adverse REMIC Event could occur with respect to such action.  In
addition,  prior  to  taking  any  action with respect to any Trust REMIC or the
respective  assets of each, or causing any Trust REMIC to take any action, which
is not contemplated under the terms of this Agreement, the Master Servicer shall
consult  with  the  Trustee,  the  NIMS  Insurer, the Certificate 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


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take  any  such  action  as to which the Trustee, the Certificate Insurer or the
NIMS  Insurer has advised it in writing that an Adverse REMIC Event could occur.
The  Trustee,  the  Certificate  Insurer  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.

          (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,  the  Certificate  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.


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

          SECTION  10.03.     Master  Servicer  and  Trustee  Indemnification.

          (a)     The  Trustee  agrees  to  indemnify  the  Trust Fund, the NIMS
Insurer,  the Certificate 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
Certificate  Insurer,  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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                                   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,  the Certificate Insurance Policy or in any Custodial Agreement
which  shall  not  be inconsistent with the provisions of this Agreement or such
Custodial Agreement, provided that such action shall not adversely affect in any
material  respect the interests of any Certificateholder, as evidenced by either
(i)  an  Opinion  of  Counsel  delivered to the Master Servicer, the Certificate
Insurer  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 (without regard to the
Certificate Insurance Policy).  No amendment shall be deemed to adversely affect
in  any  material  respect the interests of any Certificateholder who shall have
consented  thereto,  and  no Opinion of Counsel shall be required to address the
effect  of  any  such  amendment  on  any  such  consenting  Certificateholder.

          This  Agreement  or  any  Custodial Agreement may also be amended from
time  to  time  by  the  Depositor,  the  Master Servicer, the NIMS Insurer, the
Trustee  and, if applicable, the Custodian, with the consent of the NIMS Insurer
and  the  Holders  of Certificates entitled to at least 66% of the Voting Rights
for  the  purpose  of  adding  any  provisions  to  or changing in any manner or
eliminating  any  of the provisions of this Agreement or any Custodial Agreement
or  of  modifying  in  any  manner  the  rights  of the Holders of Certificates;
provided,  however,  that  no  such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required  to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interests
of  the  Holders  of  any  Class  of Certificates (as evidenced by either (i) an
Opinion  of  Counsel  delivered  to  the  Trustee  or (ii) written notice to the
Depositor,  the  Master  Servicer  and the Trustee from the Rating Agencies that
such action shall not result in the reduction or withdrawal of the rating of any
outstanding  Class  of Certificates (without regard to the Certificate Insurance
Policy)  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  the  foregoing, any amendment to this Agreement shall
require  the  prior written consent of the Certificate Insurer if such amendment
adversely  affects  in  any  respect  the rights or interests of the Certificate
Insurer  or  of  the  Insured  Certificates  (without  regard to the Certificate
Insurance  Policy).  The  Master  Servicer  shall  send  a  copy  of  any


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proposed  amendment  to  this  Agreement  to  the  Certificate  Insurer prior to
execution of the amendment.  The Certificate Insurer shall notify the Trustee in
writing,  within  a  reasonable  time  following  its  receipt  of a copy of the
proposed  amendment,  whether  the  Certificate  Insurer has determined that its
consent  to  such  amendment  is  required.

          Notwithstanding  any contrary provision of this Agreement, none of the
Trustee,  the  Certificate  Insurer  or  the  NIMS  Insurer shall consent to any
amendment  to  this  Agreement unless it shall have first received an Opinion of
Counsel  satisfactory  to  the  NIMS  Insurer and the Certificate 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  would  significantly  change the permitted
activities  of  the  Trust  Fund  without  the  consent of the NIMS Insurer, the
Certificate Insurer and the holders of Certificates that represent more than 50%
of  the  aggregate  Certificate  Principal  Balance  of  all  Certificates.

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

          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


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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.

          No Certificateholder shall have any right to vote (except as expressly
provided  for  herein)  or  in  any  manner  otherwise control the operation and
management  of  the  Trust  Fund,  or the obligations of the parties hereto, nor
shall  anything  herein  set  forth,  or  contained  in  the terms of any of the
Certificates,  be construed so as to constitute the Certificateholders from time
to  time  as  partners  or  members  of  an  association;  nor  shall  any
Certificateholder  be  under  any liability to any third person by reason of any
action  taken by the parties to this Agreement pursuant to any provision hereof.

          No  Certificateholder  shall have any right by virtue of any provision
of  this  Agreement  to institute any suit, action or proceeding in equity or at
law  upon  or  under  or  with respect to this Agreement, unless (i) such Holder
previously shall have given to the Trustee and the Certificate Insurer 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.


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          SECTION  11.05.     Notices.

          All  directions,  demands,  requests,  authorizations  and  notices
hereunder  shall  be in writing and shall be deemed to have been duly given when
received  if  personally  delivered  at  or  mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic mail or delivered
in  any  other  manner  specified herein, to (a) in the case of the Depositor or
Ameriquest  Mortgage  Company,  1100  Town  &  Country Road, Suite 1100, Orange,
California  92868, Attention: Capital Markets (telecopy number: (714) 245-0198),
or  such  other  address or telecopy number as may hereafter be furnished to the
Master  Servicer,  the  NIMS Insurer, the Certificate 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,
the Certificate 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-MCW1, with a copy to
Wells  Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951,
Attention: Park Place Securities, Inc., Series 2004-MCW1 , or such other address
or  telecopy number as may hereafter be furnished in writing by the Trustee, (d)
in  the  case  of the NIMS Insurer, such address furnished to the Depositor, the
Master  Servicer, the Certificate Insurer and the Trustee in writing by the NIMS
Insurer, (e) in the case of the Certificate Insurer, XL Capital Assurance, Inc.,
1221  Avenue  of  the  Americas,  New  York,  New York 10020-1001, Attn: General
Counsel,  or such other address or telecopy number as may hereafter be furnished
to  the  Master  Servicer,  the  NIMS  Insurer, the Trustee and the Depositor in
writing  by  the  Certificate Insurer and (f) 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 or the
rights  of  the  Certificate  Insurer.

          SECTION  11.07.     Notice to Rating Agencies, the Certificate Insurer
                              and  the  NIMS  Insurer.

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


                                      165
<PAGE>
          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,
the  Certificate  Insurer  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  and  the  Certificate  Insurer  copies  of  the following:

          1.     Each  annual  statement  as  to compliance described in Section
     3.19; and

          2.     Each  annual  independent  public accountants' servicing report
     described in Section 3.20.

          Any such notice pursuant to this Section 11.07 shall be in writing and
shall  be deemed to have been duly given if personally delivered at or mailed by
first  class  mail,  postage  prepaid, or by express delivery service to Moody's
Investors Service, 99 Church Street, New York, New York 10007, to Fitch Ratings,
One  State  Street  Plaza, New York, New York 10004, and to Standard & Poor's, a
division  of  The  McGraw-Hill  Companies, Inc., 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.


                                      166
<PAGE>
          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.

          SECTION  11.10.     Third  Party  Rights.

          The  NIMS  Insurer  and  the  Certificate Insurer shall be third-party
beneficiaries  of  this  Agreement  to  the  same extent as if they were a party
hereto,  and  each  shall  have  the  right  to  enforce  the provisions of this
Agreement.  Without  limiting the generality of the foregoing, provisions herein
that  refer  to  the  "benefit"  of Certificateholders or the "interests" of the
Certificateholders  or  actions  "for  the  benefit  of" Certificateholders also
include  an implicit reference to the benefits or interests of the NIMS Insurer,
if any, and the Certificate Insurer with respect to the Insured Certificates and
to  the extent a Certificate Insurer Default has not occurred and is continuing.


                                      167
<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:    /s/ John P. Grazer
                                    -----------------------------------
                                 Name:  John P. Grazer
                                 Title: CFO


                                 COUNTRYWIDE HOME LOANS SERVICING LP,
                                 as Master Servicer


                                 By:    /s/ Rubin Avilez
                                    -----------------------------------
                                 Name:  Rubin Avilez
                                 Title: Vice President


                                 WELLS FARGO BANK, N.A.,
                                 as Trustee


                                 By:    /s/  Peter A. Gobell
                                    -----------------------------------
                                 Name:  Peter A. Gobell
                                 Title: Vice President


<PAGE>
STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF ORANGE        )

          On  the  8th  day of September 2004, before me, a notary public in and
for  said State, personally appeared John P. Grazer, known to me to be a CFO  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.

                                      /s/  Gerri  Garagliano
                                      ---------------------------------
                                             Notary  Public
[Notarial  Seal]


<PAGE>
STATE OF CALIFORNIA     )
                        )  ss.:
COUNTY OF ORANGE        )

          On  the 10th  day of September 2004, before me, a notary public in and
for  said  State,  personally  appeared  Rubin  Avilez, known to me to be a Vice
President  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.

                                      /s/  Glenda  Daniel
                                      ---------------------------------
                                           Notary  Public
[Notarial  Seal]


<PAGE>
STATE OF MARYLAND         )
                          )  ss.:
COUNTY OF ANNE ARUNDEL    )

          On  the  14th day of September 2004, before me, a notary public in and
for  said  State,  personally appeared Peter A. Gobell, known to me to be a Vice
President  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.

                                      /s/  Amy  Boyles
                                      ---------------------------------
                                         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-MCW1, Class A-1                  Aggregate Certificate Principal Balance of
                                             the Class A-1 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 1,170,080,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $1,170,080,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CB 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.


                                      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.


                                      A-1-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                      A-1-3
<PAGE>
exchangeable  for new Certificates of the same Class in authorized denominations
evidencing  the  same  aggregate Percentage Interest, as requested by the Holder
surrendering  the  same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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:  September __, 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>
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-MCW1, Class A-2                  Aggregate Certificate Principal Balance of
                                             the Class A-2 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 155,210,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination: $155,210,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CC 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-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.


                                      A-2-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                      A-2-3
<PAGE>
exchangeable  for new Certificates of the same Class in authorized denominations
evidencing  the  same  aggregate Percentage Interest, as requested by the Holder
surrendering  the  same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated  Principal  Balance of the 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: September __, 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>
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 A-3 CERTIFICATE

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

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class A-3                  Aggregate Certificate Principal Balance of
                                             the Class A-3 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 65,600,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination: $65,600,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CD 7
</TABLE>


     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.


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

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

     All  distributions  to  the  Holder of this Certificate under the Agreement
will  be  made  or  caused  to  be  made  by or on behalf of the 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-3-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                      A-3-3
<PAGE>
exchangeable  for new Certificates of the same Class in authorized denominations
evidencing  the  same  aggregate Percentage Interest, as requested by the Holder
surrendering  the  same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated  Principal  Balance of the 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: September __, 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>
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 A-4 CERTIFICATE

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

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class A-4                  Aggregate Certificate Principal Balance of
                                             the Class A-4 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 75,000,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination: $75,000,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CE 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-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 A-4 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  A-4  Certificates  in a REMIC created pursuant to a Pooling and Servicing
Agreement,  dated  as  specified  above  (the  "Agreement"),  among  Park  Place
Securities,  Inc.  (hereinafter  called the "Depositor," which term includes any
successor  entity  under  the Agreement), the Master Servicer and the Trustee, a
summary  of certain of the pertinent provisions of which is set forth hereafter.
To  the  extent  not  defined herein, the capitalized terms used herein have the
meanings  assigned  in  the  Agreement.  This Certificate is issued under and is
subject  to  the  terms,  provisions  and  conditions of the Agreement, to which
Agreement  the  Holder  of  this  Certificate by virtue of the acceptance hereof
assents  and  by  which  such  Holder  is  bound.

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

          All  distributions  to  the  Holder  of  this  Certificate  under  the
Agreement  will  be  made or caused to be made by or on behalf of the 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-4-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                      A-4-3
<PAGE>
exchangeable  for new Certificates of the same Class in authorized denominations
evidencing  the  same  aggregate Percentage Interest, as requested by the Holder
surrendering  the  same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated  Principal  Balance of the 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: September __, 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>
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 A-5 CERTIFICATE

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

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class A-5                  Aggregate Certificate Principal Balance of
                                             the Class A-5 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 14,610,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination: $14,610,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CF 2
</TABLE>


     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.


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

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

          All  distributions  to  the  Holder  of  this  Certificate  under  the
Agreement  will  be  made or caused to be made by or on behalf of the 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-5-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                      A-5-3
<PAGE>
exchangeable  for new Certificates of the same Class in authorized denominations
evidencing  the  same  aggregate Percentage Interest, as requested by the Holder
surrendering  the  same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated  Principal  Balance of the 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: September __, 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>
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-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-MCW1, Class M-1                  Aggregate Certificate Principal Balance of
                                             the Class M-1  Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 52,200,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $52,200,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CG 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-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-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.


                                      A-6-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                      A-6-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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

                          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-MCW1, Class M-2                  Aggregate Certificate Principal Balance of
                                             the Class M-2 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 49,500,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $49,500,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CH 8
</TABLE>


     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.

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


                                      A-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-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.


                                      A-7-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                      A-7-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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-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-MCW1, Class M-3                  Aggregate Certificate Principal Balance of
                                             the Class M-3  Certificates as of the Issue
Pass-Through Rate: Variable                  Date:  $31,500,000.00

Date of Pooling and Servicing Agreement and  Denomination:  $31,500,000.00
Cut-off Date: September 1, 2004
                                             Master Servicer: Countrywide Home Loans
First Distribution Date: October 25, 2004    Servicing LP

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

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CJ 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-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-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.


                                      A-8-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                      A-8-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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-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-MCW1, Class M-4                  Aggregate Certificate Principal Balance of
                                             the Class M-4 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 31,500,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $31,500,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CK 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-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-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.


                                      A-9-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                      A-9-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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

                         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-MCW1, Class M-5                  Aggregate Certificate Principal Balance of
                                             the Class M-5 Certificates as of the Issue
Pass-Through Rate:  Variable                 Date:
                                             $ 25,200,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $25,200,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CL 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-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-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.


                                     A-10-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                     A-10-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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-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-MCW1, Class M-6                  Aggregate Certificate Principal Balance of
                                             the Class M-6 Certificates as of the Issue
Pass-Through Rate:  Variable                 Date:
                                             $ 18,900,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $18,900,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CM 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-11-1
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE 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.


                                     A-11-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                     A-11-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

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

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


                                     A-11-4
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-11-5
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-11-6
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

          The  assignee  should  include  the  following  for  purposes  of
distribution:

          Distributions  shall  be  made,  by  wire  transfer  or  otherwise, in
immediately  available  funds to________________________________________________
for  the  account  of ______________________, account number________________ or,
if mailed by check, to _________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

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


                                     A-11-7
<PAGE>
                                  EXHIBIT A-12

                          FORM OF CLASS M-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-MCW1, Class M-7                  Aggregate Certificate Principal Balance of
                                             the Class M-7 Certificates as of the Issue
Pass-Through Rate:  Variable                 Date:
                                             $ 18,000,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $18,000,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CN 5
</TABLE>


     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.

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


                                     A-12-1
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE 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.


                                     A-12-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                     A-12-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

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

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


                                     A-12-4
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-12-5
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-12-6
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

          The  assignee  should  include  the  following  for  purposes  of
distribution:

          Distributions  shall  be  made,  by  wire  transfer  or  otherwise, in
immediately  available  funds to________________________________________________
for the account of ______________________, account number________________ or, if
mailed  by  check,  to _________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

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


                                     A-12-7
<PAGE>
                                  EXHIBIT A-13

                          FORM OF CLASS M-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-MCW1, Class M-8                  Aggregate Certificate Principal Balance of
                                             the Class M-8 Certificates as of the Issue
Pass-Through Rate:  Variable                 Date:
                                             $ 18,000,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $18,000,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CP 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-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 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.


                                     A-13-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                     A-13-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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: September __, 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>
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 M-9 CERTIFICATE

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

     THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
     THE  CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
     CERTIFICATES,  THE CLASS M-4 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.

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class M-9                  Aggregate Certificate Principal Balance of
                                             the Class M-9 Certificates as of the Issue
Pass-Through Rate:  Variable                 Date:
                                             $ 14,400,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination:  $14,400,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CQ 8
</TABLE>


     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.

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


                                     A-14-1
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
     OF  THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS  CERTIFICATE NOR THE
     UNDERLYING  MORTGAGE  LOANS  ARE  GUARANTEED  BY  ANY  AGENCY  OR
     INSTRUMENTALITY  OF  THE  UNITED  STATES.

          This certifies that Cede & Co. is the registered owner of a Percentage
Interest  (obtained  by  dividing  the  denomination  of this Certificate by the
aggregate  Certificate Principal Balance of the Class M-9 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-9  Certificates  in a REMIC created pursuant to a Pooling and Servicing
Agreement,  dated  as  specified  above  (the  "Agreement"),  among  Park  Place
Securities,  Inc.  (hereinafter  called the "Depositor," which term includes any
successor  entity  under  the Agreement), the Master Servicer 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-14-2
<PAGE>
          The  Pass-Through  Rate  applicable  to  the  calculation  of interest
payable  with  respect to this Certificate on any Distribution Date shall be the
lesser  of  (x)  the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date.  For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02(c)  of  the  Agreement.

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

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


                                     A-14-3
<PAGE>
          The  Certificates  are  issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in  the  Agreement.  As  provided  in  the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  Certificates  are  exchangeable  for  new
Certificates  of  the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No  service  charge will be made for any such registration of transfer
or  exchange  of  Certificates,  but  the  Trustee  may require payment of a sum
sufficient  to cover any tax or other governmental charge that may be imposed in
connection  with  any  transfer  or  exchange  of  Certificates.

          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

          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-14-4
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-14-5
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-14-6
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

          The  assignee  should  include  the  following  for  purposes  of
distribution:

          Distributions  shall  be  made,  by  wire  transfer  or  otherwise, in
immediately  available  funds to________________________________________________
for the account of ______________________, account number________________ or, if
mailed  by  check,  to _________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

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


                                     A-14-7
<PAGE>
                                  EXHIBIT A-15

                         FORM OF CLASS M-10 CERTIFICATE

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

THIS  CERTIFICATE  IS  SUBORDINATE  TO  THE  CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4  CERTIFICATES,  THE  CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS  M-7  CERTIFICATES,  THE  CLASS  M-8  CERTIFICATES  AND  THE  CLASS  M-9
CERTIFICATES  TO  THE  EXTENT  DESCRIBED  IN THE POOLING AND SERVICING AGREEMENT
REFERRED  TO  HEREIN.

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

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-MCW1, Class M-10                 Aggregate Certificate Principal Balance of
                                             the Class M-10 Certificates as of the Issue
Pass-Through Rate: Variable                  Date:
                                             $ 18,000,000.00
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Denomination: $18,000,000.00

First Distribution Date: October 25, 2004    Master Servicer: Countrywide Home Loans
                                             Servicing LP
No. 1
                                             Trustee: Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004

                                             CUSIP: 70069F CR 6
</TABLE>


                                     A-15-1
<PAGE>
     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.

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

                      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-10 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-10  Certificates created pursuant to a Pooling and Servicing Agreement,
dated  as  specified  above (the "Agreement"), among Park Place Securities, Inc.
(hereinafter  called  the  "Depositor," which term includes any successor entity
under  the Agreement), the 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-10 Certificates on such Distribution
Date  pursuant  to  the  Agreement.


                                     A-15-2
<PAGE>
          All  distributions  to  the  Holder  of  this  Certificate  under  the
Agreement  will  be  made or caused to be made by or on behalf of the 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 Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the  Certificate  Margin  and  (b) the Maximum Cap Rate.  The Certificate Margin
with  respect  to  this  Certificate  shall be determined in accordance with the
terms  of  the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

          Any  transferee  of  this  Certificate  shall  be  deemed  to make the
representations  set  forth  in  Section  5.02  (c)  of  the  Agreement.

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


                                     A-15-3
<PAGE>
          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 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.


                                     A-15-4
<PAGE>
          The  Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  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-15-5
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-15-6
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-15-7
<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-15-8
<PAGE>
                                  EXHIBIT A-16

                          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-MCW1, Class CE                   Aggregate Notional Amount of the Class CE
                                             Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement and  $ 2,699,999,193.55
Cut-off Date: September 1, 2004
                                             Aggregate Certificate balance of the Class CE
First Distribution Date: October 25, 2004    Certificates as of the Issue Date:
                                             $ 42,299,395.70
No. 1
                                             Master Servicer: Countrywide Home Loans
Issue Date: September 14, 2004               Servicing LP

                                             Trustee: Wells Fargo Bank, N.A.
</TABLE>


                                     A-16-1
<PAGE>
     DISTRIBUTIONS  IN  REDUCTION  OF  THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
     THE  OUTSTANDING  CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
     BE  LESS  THAN  THE  AMOUNT  SHOWN  ABOVE  AS THE DENOMINATION OF THIS
     CERTIFICATE.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE 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


                                     A-16-2
<PAGE>
such  Distribution  Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the  Certificate  Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such  distribution  and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the  Agreement.

          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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


                                     A-16-3
<PAGE>
          No  transfer  of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933,  as  amended  (the  "1933  Act"),  and  an  effective  registration  or
qualification  under  applicable  state  securities  laws,  or  is  made  in  a
transaction  that  does  not  require such registration or qualification. 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 (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as


                                     A-16-4
<PAGE>
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-16-5
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-16-6
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-16-7
<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-16-8
<PAGE>
                                  EXHIBIT A-17

                           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-MCW1, Class P                    Aggregate Certificate Principal Balance of
                                             the Class P Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement and  $ 100.00
Cut-off Date: September 1, 2004
                                             Denomination:  $100.00
First Distribution Date: October 25, 2004
No. 1                                        Master Servicer: Countrywide Home Loans
                                             Servicing LP

                                             Trustee:  Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 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-17-1
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE 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.


                                     A-17-2
<PAGE>
          This  Certificate  is  one  of a duly authorized issue of Certificates
designated  as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest  in the Class of Certificates specified on the face hereof equal to the
denomination  specified  on the face hereof divided by the aggregate Certificate
Principal  Balance  of  the  Class of Certificates specified on the face hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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

          No  transfer  of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933,  as  amended  (the  "1933  Act"),  and  an  effective  registration  or
qualification  under  applicable  state  securities  laws,  or  is  made  in  a
transaction  that  does  not  require such registration or qualification. 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


                                     A-17-3
<PAGE>
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 (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer, the
Trustee,  the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

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


                                     A-17-4
<PAGE>
          Unless  the  certificate of authentication hereon has been executed by
the  Certificate  Registrar,  by manual signature, this Certificate shall not be
entitled  to  any  benefit  under  the  Agreement  or  be valid for any purpose.


                                     A-17-5
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-17-6
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <C>                              <C>                   <C>
TEN COM -  as tenants in common             UNIF GIFT MIN ACT -           Custodian
                                                                    -----------------------
                                                                       (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-17-7
<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-17-8
<PAGE>
                                  EXHIBIT A-18

                           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


                                     A-18-1
<PAGE>
     511  OF  THE  CODE,  (3)  ANY  ORGANIZATION  DESCRIBED  IN  SECTION
     1381(A)(2)(C)  OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
     CLAUSES  (1),  (2)  OR  (3)  SHALL  HEREINAFTER  BE  REFERRED  TO AS A
     "DISQUALIFIED  ORGANIZATION")  OR  (4)  AN  AGENT  OF  A  DISQUALIFIED
     ORGANIZATION  AND  (B)  NO  PURPOSE  OF SUCH TRANSFER IS TO IMPEDE THE
     ASSESSMENT  OR  COLLECTION  OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
     CERTAIN  ADDITIONAL  CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
     THE  PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE  REGISTRATION  IN THE
     CERTIFICATE  REGISTER  OF  ANY  TRANSFER, SALE OR OTHER DISPOSITION OF
     THIS  CERTIFICATE  TO  A  DISQUALIFIED  ORGANIZATION  OR AN AGENT OF A
     DISQUALIFIED  ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
     NO  LEGAL  FORCE  OR  EFFECT  WHATSOEVER  AND SUCH PERSON SHALL NOT BE
     DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
     BUT  NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
     EACH  HOLDER  OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED
     TO  HAVE  CONSENTED  TO  THE  PROVISIONS  OF  THIS  PARAGRAPH  AND THE
     PROVISIONS  OF  SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT
     REFERRED  TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
     PROHIBITED  FROM  ACQUIRING  BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class R                    Aggregate Percentage Interest of the Class R
                                             Certificates as of the Issue Date: 100.00%
Date of Pooling and Servicing Agreement and  Percentage Interest
Cut-off Date: September 1, 2004
                                             Denomination: 100% Percentage Interest
First Distribution Date: October 25, 2004
                                             Master Servicer: Countrywide Home Loans
No. 1                                        Servicing LP

                                             Trustee:  Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004
</TABLE>


                                     A-18-2
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE 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


                                     A-18-3
<PAGE>
the  face  hereof equal to the denomination specified on the face hereof divided
by  the  aggregate  Certificate  Principal  Balance of the Class of Certificates
specified  on  the  face  hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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

          No  transfer  of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933,  as  amended  (the  "1933  Act"),  and  an  effective  registration  or
qualification  under  applicable  state  securities  laws,  or  is  made  in  a
transaction  that  does  not  require such registration or qualification. 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


                                     A-18-4
<PAGE>
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.

          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 (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer,


                                     A-18-5
<PAGE>
the  Trustee,  the  NIMS Insurer (if any), the Certificate Registrar or any such
agent  shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

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

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


                                     A-18-6
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-18-7
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <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-18-8
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

          The  assignee  should  include  the  following  for  purposes  of
distribution:

          Distributions  shall  be  made,  by  wire  transfer  or  otherwise, in
immediately  available  funds to________________________________________________
for the account of ______________________, account number________________ or, if
mailed  by  check,  to _________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

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


                                     A-18-9
<PAGE>
                                  EXHIBIT A-19

                          FORM OF CLASS R-X CERTIFICATE

     THIS  CERTIFICATE  MAY  NOT  BE  TRANSFERRED  TO  A NON- UNITED STATES
     PERSON.

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

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

     ANY  RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
     MADE  ONLY  IN  ACCORDANCE  WITH THE PROVISIONS OF SECTION 5.02 OF THE
     POOLING  AND  SERVICING  AGREEMENT  REFERRED  TO  HEREIN.

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

     ANY  RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
     MADE  ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
     TRUSTEE  THAT  (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
     POSSESSION  THEREOF,  ANY  STATE OR POLITICAL SUBDIVISION THEREOF, ANY
     FOREIGN  GOVERNMENT,  ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
     INSTRUMENTALITY  OF  ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
     THAN  A  COOPERATIVE  DESCRIBED  IN  SECTION  521 OF THE CODE) THAT IS
     EXEMPT  FROM  THE  TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE UNLESS SUCH
     ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION


                                     A-19-1
<PAGE>
     511  OF  THE  CODE,  (3)  ANY  ORGANIZATION  DESCRIBED  IN  SECTION
     1381(A)(2)(C)  OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
     CLAUSES  (1),  (2)  OR  (3)  SHALL  HEREINAFTER  BE  REFERRED  TO AS A
     "DISQUALIFIED  ORGANIZATION")  OR  (4)  AN  AGENT  OF  A  DISQUALIFIED
     ORGANIZATION  AND  (B)  NO  PURPOSE  OF SUCH TRANSFER IS TO IMPEDE THE
     ASSESSMENT  OR  COLLECTION  OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
     CERTAIN  ADDITIONAL  CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
     THE  PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE  REGISTRATION  IN THE
     CERTIFICATE  REGISTER  OF  ANY  TRANSFER, SALE OR OTHER DISPOSITION OF
     THIS  CERTIFICATE  TO  A  DISQUALIFIED  ORGANIZATION  OR AN AGENT OF A
     DISQUALIFIED  ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
     NO  LEGAL  FORCE  OR  EFFECT  WHATSOEVER  AND SUCH PERSON SHALL NOT BE
     DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
     BUT  NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
     EACH  HOLDER  OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED
     TO  HAVE  CONSENTED  TO  THE  PROVISIONS  OF  THIS  PARAGRAPH  AND THE
     PROVISIONS  OF  SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT
     REFERRED  TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
     PROHIBITED  FROM  ACQUIRING  BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

<TABLE>
<CAPTION>
<S>                                          <C>
Series 2004-MCW1, Class R-X                  Aggregate Percentage Interest of the Class R-
                                             X Certificates as of the Issue Date: 100.00%
Date of Pooling and Servicing Agreement and  Percentage Interest
Cut-off Date: September 1, 2004
                                             Denomination: 100% Percentage Interest
First Distribution Date: October 25, 2004
                                             Master Servicer: Countrywide Home Loans
No. 1                                        Servicing LP

                                             Trustee:  Wells Fargo Bank, N.A.

                                             Issue Date: September 14, 2004
</TABLE>


                                     A-19-2
<PAGE>
                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership interest in a Trust Fund (the "Trust Fund")
consisting  primarily  of  a  pool  of  conventional  one-  to  four-family
adjustable-rate  and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed  and  sold  by

                           PARK PLACE SECURITIES, INC.

     THIS  CERTIFICATE  DOES  NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     PARK  PLACE  SECURITIES, INC., THE 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-X Certificates in a REMIC
created  pursuant to a Pooling and Servicing Agreement, dated as specified above
(the  "Agreement"),  among  Park  Place Securities, Inc. (hereinafter called the
"Depositor,"  which term includes any successor entity under the Agreement), the
Master  Servicer  and  the  Trustee,  a  summary  of  certain  of  the pertinent
provisions  of  which  is set forth hereafter. To the extent not defined herein,
the  capitalized  terms used herein have the meanings assigned in the Agreement.
This  Certificate  is  issued  under and is subject to the terms, provisions and
conditions  of  the Agreement, to which Agreement the Holder of this Certificate
by  virtue  of  the acceptance hereof assents and by which such Holder is bound.

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

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

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


                                     A-19-3
<PAGE>
the  face  hereof equal to the denomination specified on the face hereof divided
by  the  aggregate  Certificate  Principal  Balance of the Class of Certificates
specified  on  the  face  hereof.

          The  Certificates  are  limited  in  right  of  payment  to  certain
collections  and  recoveries  respecting  the  Mortgage  Loans,  all  as  more
specifically  set  forth  herein  and  in  the  Agreement.  As  provided  in the
Agreement,  withdrawals from the Collection Account and the Distribution Account
may  be  made  from  time  to  time  for  purposes  other  than distributions to
Certificateholders,  such  purposes including reimbursement of advances made, or
certain  expenses  incurred,  with  respect  to  the  Mortgage  Loans.

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

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

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

          No  transfer  of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933,  as  amended  (the  "1933  Act"),  and  an  effective  registration  or
qualification  under  applicable  state  securities  laws,  or  is  made  in  a
transaction  that  does  not  require such registration or qualification. 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


                                     A-19-4
<PAGE>
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.

          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 (if
any)  and  the  Certificate Registrar and any agent of the Depositor, the Master
Servicer,  the  Trustee,  the NIMS Insurer (if any) or the Certificate Registrar
may  treat  the Person in whose name this Certificate is registered as the owner
hereof  for  all  purposes,  and none of the Depositor, the Master Servicer,


                                     A-19-5
<PAGE>
the  Trustee,  the  NIMS Insurer (if any), the Certificate Registrar or any such
agent  shall  be  affected  by  notice  to  the  contrary.

          The  obligations  created  by the Agreement and the Trust Fund created
thereby  shall  terminate  upon payment to the Certificateholders of all amounts
held  by  the  Trustee and required to be paid to them pursuant to the Agreement
following  the  earlier  of  (i)  the final payment or other liquidation (or any
advance  with  respect  thereto) of the last Mortgage Loan remaining in REMIC I,
and  (ii)  the  purchase  by  the  party  designated in the Agreement at a price
determined  as  provided in the Agreement from REMIC I of all the Mortgage Loans
and  all  property  acquired  in  respect  of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from  REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage  Loan  at a price determined as provided in the Agreement. The exercise
of  such  right  will effect early retirement of the Certificates; however, such
right  to  purchase  is subject to the aggregate Stated Principal Balance of the
Mortgage  Loans  at  the  time of purchase being less than 10% of the sum of the
aggregate  Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date.

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

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


                                     A-19-6
<PAGE>
          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September __, 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-19-7
<PAGE>
                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>
<S>        <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-19-8
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

          The  assignee  should  include  the  following  for  purposes  of
distribution:

          Distributions  shall  be  made,  by  wire  transfer  or  otherwise, in
immediately  available  funds to________________________________________________
for the account of ______________________, account number________________ or, if
mailed  by  check,  to _________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

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


                                     A-19-9
<PAGE>
                                    EXHIBIT 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 September 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-MCW1________
               -----------------------------------------------------------------

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


                                      C-1-1
<PAGE>
determine  whether  any  Mortgage  File  should  include  any  of  the documents
specified  in  clause  (v)  of  Section  2.01.

          Capitalized  terms used but not defined herein shall have the meanings
assigned  to  them  in  the  Pooling  and  Servicing  Agreement.

                                               [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
400  Countrywide  Way,
Simi  Valley,  California  93065

          Re:  Pooling  and  Servicing Agreement, dated as of September 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-MCW1_______
               ----------------

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
400  Countrywide  Way,
Simi  Valley,  California  93065

          Re:  Pooling  and  Servicing Agreement, dated as of September 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-MCW1_______________
               ------------------------

Ladies  and  Gentlemen:

          Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as  of  September  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
September  10, 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-MCW1
(the  "Certificates").  The  Certificates  will  consist  of nineteen classes of
certificates.  The Class M-10 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-MCW1 Certificates, dated as of September
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 September 7, 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 September 1, 2004
(the  "Cut-off  Date") of $ 1,799,999,495.70 after giving effect to all payments
due on the Mortgage Loans on or before the Cut-off Date (the "Closing Balance"),
whether or not received, including the right to any Prepayment Charges collected
after  the  Cut-off  Date  from  the Mortgagors in connection with any Principal
Prepayments  on the Mortgage Loans.  Any payments (including Prepayment Charges)
collected  on  or  before  the Cut-off Date, including all scheduled payments of
principal and interest due on or before the Cut-off Date and collected after the
Cut-off  Date,  shall  belong  to  the  Seller.  In  addition to the sale of the
Mortgage Loans, the Seller will cause the Cap Contracts to be transferred to the
Purchaser.

          SECTION  2.     Mortgage Loan Schedule and Prepayment Charge Schedule.
                          -----------------------------------------------------
The  Purchaser and the Seller have agreed upon which of the mortgage loans owned
by  the  Seller are to be purchased by the Purchaser pursuant to this Agreement,
and  the Seller shall prepare or cause to be prepared on or prior to the Closing
Date  a  final  schedule (the "Closing Schedule") describing such Mortgage Loans
and  setting  forth  all  of  the  Mortgage  Loans  to  be  purchased


<PAGE>
                                      -2-


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  A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates,
the  Class  M-1  Certificates,  the  Class  M-2  Certificates,  the  Class  M-3
Certificates,  the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates and the
Class  M-9  Certificates  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  such  substitutions  of  Lost Note Affidavits for
     original  Mortgage Notes may occur only with respect to Mortgage Loans, the
     aggregate  Cut-off  Date


<PAGE>
                                      -3-


     Principal  Balance  of  which  is  less  than or equal to 2.00% of the Pool
     Balance  as  of  the  Cut-off  Date;

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

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

          (iv)   the  original  recorded  intervening  Assignment or Assignments
     showing  a  complete  chain of assignment from the originator to the Person
     assigning  the  Mortgage  to the Trustee as contemplated by the immediately
     preceding  clause (iii) or the original unrecorded intervening Assignments;

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

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

          If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv)
above has been submitted for recording but either (x) has not been returned from
the  applicable  public  recording  office  or  (y) has been lost or such public
recording  office has retained the original of such document, the obligations of
the Seller hereunder shall be deemed to have been satisfied upon (1) delivery by
or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any
assignee,  transferee  or  designee of the Purchaser of either the original or a
copy  of  such  document certified by the Seller in the case of (x) above or the
public  recording office in the case of (y) above to be a true and complete copy
of  the recorded original thereof and (2) if such delivered copy is certified by
the  Seller  then  in addition thereto delivery promptly upon receipt thereof of
either the original or a copy of such document certified by the public recording
office  to  be  a true and complete copy of the original.  In the event that the
original  lender's  title  insurance  policy has not yet been issued, the Seller
shall  deliver  to  the Purchaser or any assignee, transferee or designee of the
Purchaser  a written commitment or interim binder or preliminary report of title
issued  by the title insurance or escrow company.   Promptly upon receipt by the
Seller  of  any  such  original title insurance policy, the Seller shall deliver
such  to the Purchaser or any assignee, transferee or designee of the Purchaser.

          The  Seller  shall  promptly  (and  in no event later than thirty (30)
Business Days, subject to extension upon mutual agreement between the Seller and
the Trustee, following the later of (i) the Closing Date, (ii) the date on which
the  Seller  receives  the  Assignment  from  the


<PAGE>
                                      -4-


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 shall
not  be  required  to  be  submitted  for  recording (except with respect to any
Mortgage Loan located in Maryland) unless such failure to record would result in
a withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates,  without  regard  to  the  Policy; provided further, however, each
Assignment  shall  be submitted for recording by the Seller (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 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)


<PAGE>
                                      -5-


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:

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

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

          (3)   The  execution and delivery of this Agreement by the Seller, the
servicing  of  the  Mortgage Loans by the Seller 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)


<PAGE>
                                      -6-


conflict  with, result in a breach, violation or acceleration of, or result in a
default  under, the terms of any other material agreement or instrument to which
the  Seller  is  a  party  or by which it may be bound, or any statute, order or
regulation  applicable  to  the  Seller  of  any  court,  regulatory  body,
administrative  agency or governmental body having jurisdiction over the Seller;
and  the  Seller  is  not a party to, bound by, or in breach or violation of any
indenture or other agreement or instrument, or subject to or in violation of any
statute,  order  or  regulation  of  any  court, regulatory body, administrative
agency  or  governmental  body having jurisdiction over it, which materially and
adversely  affects or, to the Seller's knowledge, would in the future materially
and  adversely  affect, (x) the ability of the Seller to perform its obligations
under  this  Agreement  or  (y)  the  business, operations, financial condition,
properties  or  assets  of  the  Seller  taken  as  a  whole;

          (4)  No  consent,  approval,  authorization  or  order of any court or
governmental  agency  or  body  is  required  for  the  execution,  delivery and
performance  by  the Seller of, or compliance by the Seller with, this Agreement
or  the  consummation  of  the  transactions contemplated hereby, or if any such
consent,  approval,  authorization or order is required, the Seller has obtained
the  same;

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

          (6)  Except as otherwise disclosed in the Prospectus Supplement, dated
September  10,  2004  (the  "Prospectus  Supplement"),  no litigation is pending
against  the  Seller  that  would materially and adversely affect the execution,
delivery  or  enforceability  of  this Agreement or the ability of the Seller to
service the Mortgage Loans or the Seller to perform any of its other obligations
hereunder  in  accordance  with  the  terms  hereof.

          SECTION  6.     Representations  and Warranties of the Seller Relating
                          ------------------------------------------------------
                          to  the Mortgage  Loans.
                          -----------------------

          (a)  The  Seller hereby represents and warrants to the Purchaser, with
respect  to  the  Mortgage  Loans  as  of  the  Closing  Date or as of such date
specifically  provided  herein:

               (1)   The  information  set  forth  on the Mortgage Loan Schedule
with respect to each Mortgage Loan is true and correct in all material respects;

               (2)   No material error, omission, misrepresentation, negligence,
fraud or similar occurrence with respect to any Mortgage Loan has taken place on
the  part  of  any  person,  including  without  limitation,  the Mortgagor, any
appraiser,  any  builder  or  developer,  or  any  other  party  involved in the
origination  of  the  Mortgage  Loan  or  in the application of any insurance in
relation  to  such  Mortgage  Loan;

               (3)   All  payments  due prior to the Cut-off Date have been made
and  none of the Mortgage Loans will have been contractually delinquent for more
than  one  calendar  month  more  than  once  since  the  origination  thereof;

               (4)   Each  Mortgage  is  a valid and enforceable first or second
lien on the Mortgaged Property, including all improvements thereon, subject only
to  (a)  the  lien  of


<PAGE>
                                      -7-


nondelinquent  current  real  property  taxes  and  assessments,  (b) covenants,
conditions  and  restrictions,  rights  of  way,  easements and other matters of
public  record  as  of  the  date of recording of such Mortgage, such exceptions
appearing  of record being acceptable to mortgage lending institutions generally
or  specifically  reflected  in  the  appraisal  made  in  connection  with  the
origination  of  the  related  Mortgage  Loan,  (c)  other matters to which like
properties  are  commonly  subject  which  do  not materially interfere with the
benefits of the security intended to be provided by such Mortgage and (d) in the
case  of  a  second  lien,  the  first  lien  on  such  Mortgaged  Property;

               (5)   Immediately  prior to the sale of the Mortgage Loans to the
Purchaser,  the  Seller had good title to, and was the sole legal and beneficial
owner  of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security  interest  and  has full right and authority, subject to no interest or
participation  of,  or  agreement  with,  any other party to sell and assign the
same;

               (6)   There  is  no delinquent tax or assessment lien against any
Mortgaged  Property;

               (7)   There  is  no  valid offset, defense or counterclaim to any
Mortgage  Note or Mortgage, including the obligation of the Mortgagor to pay the
unpaid principal of or interest on such Mortgage Note, nor will the operation of
any  of  the terms of the Mortgage Note and the Mortgage, or the exercise of any
right  thereunder,  render  the  Mortgage unenforceable, in whole or in part, or
subject  to  any  valid  right  of rescission, set-off, counterclaim or defense,
including  the  defense of usury and no such valid right of rescission, set-off,
counterclaim  or  defense  has  been  asserted  with  respect  thereto;

               (8)   There  are no mechanics' liens or claims for work, labor or
material  rendered  to  the  Mortgaged Property affecting any Mortgaged Property
which  are  or  may  be  a lien prior to, or equal with, the lien of the related
Mortgage,  except  those which are insured against by the title insurance policy
referred  to  in  (12)  below;

               (9)   Subject  to  the Escrow Withhold referred to in (19) below,
each  Mortgaged  Property  is  free  of  material  damage and is in good repair;

               (10)  Each  Mortgage Loan at origination complied in all material
respects  with  applicable  local,  state  and  federal  laws  and  regulations,
including,  without  limitation,  usury,  equal  credit opportunity, real estate
settlement  procedures,  truth-in-lending,  disclosure  laws  and all applicable
predatory  and  abusive  lending  laws,  and  consummation  of  the transactions
contemplated  hereby  will  not  involve  the  violation  of  any  such  laws;

               (11)  Neither the Seller nor any prior holder of any Mortgage has
modified, impaired or waived the Mortgage in any material respect (except that a
Mortgage  Loan  may  have  been  modified by a written instrument which has been
recorded,  if necessary, to protect the interests of the Purchaser and which has
been  delivered  to  the  Trustee);  satisfied,  canceled  or  subordinated such
Mortgage  in  whole or in part; released the related Mortgaged Property in whole
or  in  part  from  the  lien  of  such  Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto;


<PAGE>
                                      -8-


               (12)  A  lender's  policy  of  title  insurance  together  with a
condominium  endorsement,  extended coverage endorsement, and an adjustable rate
mortgage  endorsement  (each  as  applicable) in an amount at least equal to the
Cut-off  Date  principal  balance  of  each  such  Mortgage Loan or a commitment
(binder)  to issue the same was effective on the date of the origination of each
Mortgage  Loan,  each such policy is valid and remains in full force and effect,
the  transfer  of the related Mortgage Loan to the Purchaser will not affect the
validity  or  enforceability of such policy and each such policy was issued by a
title  insurer  qualified to do business in the jurisdiction where the Mortgaged
Property  is  located  and  in  a form acceptable to Fannie Mae or  Freddie Mac,
which  policy insures the Seller and successor owners of indebtedness secured by
the  insured  Mortgage, as to the first priority lien of the Mortgage; no claims
have been made under such lender's title insurance policy and no prior holder of
the  related  Mortgage,  including  the  Seller,  has  done, by act or omission,
anything  which  would  impair  the  coverage  of  such lender's title insurance
policy;

               (13)  Each  Mortgage  Loan  was  originated  by  the Seller or an
Affiliate  of  the  Seller  in accordance with the underwriting standards as set
forth in the Prospectus Supplement (or, if generated by an entity other than the
Seller, 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 as set forth in the
Prospectus  Supplement)  or  by  a  savings  and loan association, savings bank,
commercial bank, credit union, insurance company or similar institution which is
supervised  and  examined  by a federal or state authority (including a mortgage
broker),  or  by  a  mortgagee  approved  by  the Secretary of Housing and Urban
Development  pursuant  to  Sections  203  and  211  of the National Housing Act;

               (14)  With respect to each Adjustable-Rate Mortgage Loan, on each
adjustment  date, the Mortgage Rate will be adjusted to equal the Index plus the
Gross  Margin,  rounded to the nearest 0.125%, subject to the Periodic Rate Cap,
the  Maximum Mortgage Rate and the  Minimum Mortgage Rate.  The related Mortgage
Note  is  payable  on  the  first  day  of each month in self-amortizing monthly
installments  of  principal  and interest, with interest payable in arrears, and
requires a monthly payment which is sufficient to fully amortize the outstanding
principal  balance  of  the  Mortgage  Loan  over  its remaining term and to pay
interest  at  the  applicable  Mortgage  Rate.  No  Mortgage  Loan is subject to
negative  amortization;

               (15)  All of the improvements which were included for the purpose
of  determining  the appraised value of the Mortgaged Property lie wholly within
the  boundaries  and  building  restriction  lines  of  such  property,  and  no
improvements  on  adjoining  properties  encroach  upon  the Mortgaged Property,
except  those, if any, which are insured against by the lender's title insurance
policy  referred  to  in  (12)  above.

               (16)  All  inspections,  licenses and certificates required to be
made  or issued with respect to all occupied portions of the Mortgaged Property,
including  but  not  limited  to  certificates  of  occupancy, have been made or
obtained  from  the  appropriate  authorities,  and  the  Mortgaged  Property is
lawfully  occupied  under  applicable  law  except  as  may otherwise be insured
against  by  the  lender's  title  insurance  policy  referred to in (12) above.


<PAGE>
                                      -9-


               (17)  All  parties  which  have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in  which  they held and disposed of such interest, were) in compliance with any
and  all  applicable licensing requirements of the laws of the state wherein the
Mortgaged  Property  is  located;

               (18)  The Mortgage Note and the related Mortgage are genuine, and
each  is  the  legal,  valid  and  binding  obligation  of  the  maker  thereof,
enforceable  in accordance with its terms and with applicable laws.  All parties
to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note  and  the  Mortgage  and each Mortgage Note and Mortgage have been duly and
properly  executed  by  such  parties;

               (19)  The  proceeds  of  each  Mortgage  Loan  have  been  fully
disbursed,  there  is  no requirement for future advances thereunder and any and
all requirements as to completion of any on-site or off-site improvements and as
to  disbursements  of  any escrow funds therefor have been complied with, except
any Mortgaged Property or Mortgage Loan subject to an Escrow Withhold as defined
in  the  applicable  Originator's  underwriting guidelines.  All costs, fees and
expenses  incurred in making, closing or recording the Mortgage Loans were paid;

               (20)  The  related  Mortgage  contains  customary and enforceable
provisions  which  render the rights and remedies of the holder thereof adequate
for  the  realization  against  the  Mortgaged  Property  of the benefits of the
security,  including,  (i)  in  the  case  of a Mortgage designated as a deed of
trust,  by trustee's sale, and (ii) otherwise by judicial foreclosure.  There is
no  homestead  or  other  exemption  available  to  the  Mortgagor  which  would
materially  interfere  with  the  right  to  sell  the  Mortgaged  Property at a
trustee's  sale  or  the  right  to  foreclose  the  Mortgage;

               (21)  With respect to each Mortgage constituting a deed of trust,
a  trustee,  duly  qualified  under  applicable  law  to serve as such, has been
properly  designated  and currently so serves and is named in such Mortgage, and
no  fees  or expenses are or will become payable by the Purchaser to the trustee
under  the  deed  of  trust,  except  in  connection with a trustee's sale after
default  by  the  Mortgagor;

               (22)  There exist no deficiencies with respect to escrow deposits
and  payments,  if  such  are  required,  for  which  customary arrangements for
repayment  thereof  have  not  been  made, and no escrow deposits or payments of
other  charges  or  payments  due  the  Seller  have  been capitalized under the
Mortgage  or  the  related  Mortgage  Note;

               (23)  The origination, collection and servicing practices used by
the Seller with respect to each Mortgage Loan have been in all material respects
legal, proper, reasonable and customary in the subprime mortgage origination and
servicing  business  and  each  of  the Mortgage Loans have been serviced by the
Seller  since  origination;

               (24)  There  is  no  pledged account or other security other than
real  estate  securing  the  Mortgagor's  obligations;

               (25)  No  Mortgage  Loan  has  a  shared appreciation feature, or
other  contingent  interest  feature;


<PAGE>
                                      -10-


               (26)  The  improvements  upon each Mortgaged Property are covered
by  a  valid, binding and existing hazard insurance policy that is in full force
and  effect  with a generally acceptable carrier that provides for fire extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property  is  located  representing  coverage  not  less  than the lesser of the
outstanding principal balance of the related Mortgage Loan or the minimum amount
required  to  compensate  for  damage  or loss on a replacement cost basis.  All
individual  insurance  policies  and  flood  policies referred to in clause (27)
below  contain  a  standard  mortgagee  clause naming the Seller or the original
mortgagee,  and  its  successors  in  interest, as mortgagee, and the Seller has
received no notice that any premiums due and payable thereon have not been paid;
the  Mortgage obligates the Mortgagor thereunder to maintain all such insurance,
including  flood  insurance,  at  the Mortgagor's cost and expense, and upon the
Mortgagor's  failure  to  do so, authorizes the holder of the Mortgage to obtain
and  maintain  such  insurance  at  the Mortgagor's cost and expense and to seek
reimbursement  therefor  from  the  Mortgagor,  except  as  may  be  limited  or
restricted  by  applicable  law;

               (27)  If  the  Mortgaged Property is in an area identified in the
Federal  Register  by  the Federal Emergency Management Agency as having special
flood  hazards, a valid and binding flood insurance policy that is in full force
and  effect  in a form meeting the requirements of the current guidelines of the
Flood  Insurance  Administration  is  in  effect  with respect to such Mortgaged
Property  with a generally acceptable carrier in an amount representing coverage
not less than the least of (A) the original outstanding principal balance of the
Mortgage  Loan, (B) the minimum amount required to compensate for damage or loss
on  a  replacement  cost  basis  or  (C) the maximum amount of insurance that is
available  under  the  Flood  Disaster  Protection  Act  of  1973;

               (28)  There  is  no  default,  breach,  violation  or  event  of
acceleration  existing  under the Mortgage or the related Mortgage Note; and the
Seller  has  not waived any default, breach, violation or event of acceleration;

               (29)  Each  Mortgaged  Property  is  improved  by  a  one-  to
four-family residential dwelling, including condominium units and dwelling units
in  planned  unit  developments,  which does not include (a) cooperatives or (b)
mobile  homes  and  manufactured  homes  (as  defined  in  the  Fannie  Mae
Seller-Servicer's  Guide),  except  when  the  appraisal  indicates that (i) the
mobile  or  manufactured  home  was  built  under  the Federal Manufactured Home
Construction  and  Safety  Standards  of  1976  or  (ii)  otherwise  assumes the
characteristics of site-built housing and meets local building codes, is readily
marketable,  has  been  permanently affixed to the site, is not in a mobile home
"park,"  and  is  treated as real property under the applicable state law.  With
respect  to  any  Mortgage  Loan  that is secured by a leasehold estate: (a) the
lease  is  valid, in full force and effect; (b) all rents and other payments due
under  the  lease  have  been  paid;  (c) the lessee is not in default under any
provision  of  the lease; (d) the term of the lease exceeds the maturity date of
the  related  Mortgage  Loan  by  at least five (5) years; and (e) the Mortgagee
under  the Mortgage Loan is given notice and an opportunity to cure any defaults
under  the  lease;

               (30)  There  is  no  obligation  on the part of the Seller or any
other  party  under  the  terms of the Mortgage or related Mortgage Note to make
payments in lieu of or in addition to those made by the Mortgagor;


<PAGE>
                                      -11-


               (31)  Any  future  advances  made  prior to the Cut-off Date have
been consolidated with the outstanding principal amount secured by the Mortgage,
and  the secured principal amount, as consolidated, bears a single interest rate
and  single  repayment  term  reflected  on  the  Mortgage  Loan  Schedule.  The
consolidated  principal  amount does not exceed the original principal amount of
the  Mortgage  Loan;

               (32)  The  Mortgage  File  contains  an  appraisal  which was (i)
either  performed  by  an  appraiser  who  satisfied, and which was conducted in
accordance  with,  all  of  the  applicable  requirements  of  the  Financial
Institutions  Reform,  Recovery  and Enforcement Act of 1989, as amended or (ii)
conducted  in  accordance  with  an  insured  valuation  model;

               (33)  None  of the Mortgage Loans is a graduated payment mortgage
loan,  nor  is  any  Mortgage  Loan  subject  to  a temporary buydown or similar
arrangement;

               (34)  No  Mortgagor  has currently requested any relief under the
Servicemembers  Civil  Relief  Act  or  similar  state  laws;

               (35)  The Mortgage Loans comply in all material respects with the
descriptions  set  forth under the captions "The Mortgage Pool" and Annex III in
the  Prospectus  Supplement;

               (36)  The  Mortgage  contains  an  enforceable  provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in  the event that the related Mortgaged Property is sold or transferred without
the  prior written consent of the mortgagee thereunder, except as may be limited
by  applicable  law;

               (37)  The information set forth in the Prepayment Charge Schedule
attached  as  Schedule  2  to the Pooling and Servicing Agreement (including the
prepayment charge summary attached thereto) is complete, true and correct in all
material  respects  at  the  date  or dates respecting which such information is
furnished  and  each  Prepayment  Charge  is  permissible  and  enforceable  in
accordance  with  its  terms  upon  the  full  and  voluntary  prepayment by the
Mortgagor  under  applicable  law  and  complied  in  all material respects with
applicable  local,  state  and  federal  laws (except to the extent that (i) the
enforceability  thereof  may  be  limited by bankruptcy, insolvency, moratorium,
receivership  and  other similar laws relating to creditors' rights generally or
(ii) the collectability thereof may be limited due to acceleration in connection
with  a  foreclosure  or  other  involuntary  payoff);

               (38)  Each  Mortgage  Loan  is  an obligation that is principally
secured  by  real  property  for  purposes  of the REMIC Provisions of the Code;

               (39)  The  Mortgage  Loans are not subject to the requirements of
the  Home  Ownership and Equity Protection Act of 1994 ("HOEPA") and no Mortgage
Loan  is  subject  to,  or  in  violation of, any applicable state or local law,
ordinance  or  regulation  similar  to  HOEPA;

               (40)   (a)  No  Mortgage  Loan  is a High Cost Loan as defined by
HOEPA  or  any  other  applicable  predatory  or abusive lending laws and (b) no
Mortgage  Loan is a "high cost home", "covered" (excluding home loans defined as
"covered  home  loans"  in  the


<PAGE>
                                      -12-


New  Jersey  Home  Ownership  Security  Act of 2002 that were originated between
November 26, 2003 and July 7, 2004) , "high risk home" or "predatory" loan under
any other applicable state, federal or local law (or a similarly classified loan
using  different terminology under a law imposing heightened regulatory scrutiny
or  additional  legal liability for resident mortgage loans having high interest
rates,  points  and/or  fees);

               (41)  No  Mortgage  Loan  originated  on or after October 1, 2002
will  impose  a  Prepayment  Charge  for  a  term in excess of three years.  Any
Mortgage Loans originated prior to such date will not impose a Prepayment Charge
for  a  term  in  excess  of  five  (5)  years;

               (42)  No Mortgage Loan that is secured by property located in the
State  of Georgia is either a "Covered Loan" or "High Cost Home Loan" within the
meaning  of  the  Georgia  Fair  Lending  Act,  as  amended (the "Georgia Act");

               (43)  The Seller, as servicer for each Mortgage Loan prior to the
Closing  Date, has fully furnished, in accordance with the Fair Credit Reporting
Act  and  its implementing regulations, accurate and complete information (e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian and
Trans  Union  Credit  Information  Company  or  their  successors  (the  "Credit
Repositories")  on  a  monthly  basis;

               (44)  There  is  no Mortgage Loan that was originated on or after
October 1, 2002 and before March 7, 2003 which is secured by property located in
the  State  of  Georgia;

               (45)  The  Prepayment  Charges  included  in  the transaction are
enforceable  and originated in compliance with all applicable federal, state and
local  law;

               (46)  No  proceeds  from  any  Mortgage Loan were used to finance
single-premium  credit  insurance  policies;

               (47)  No  Mortgage Loan is a high cost loan or a covered loan, as
applicable  (as  such  terms are defined in Standard & Poor's LEVELS Version 5.6
Glossary  Revised,  Appendix  E);

               (48)  As  of the Closing Date, no Mortgage Loan is the subject of
foreclosure  proceedings  and  no obligor on any of the Mortgage Loans has filed
for  bankruptcy  protection  or  is a debtor under proceedings under the federal
Bankruptcy Code and there is no proceeding pending or to the Seller's knowledge,
threatened, for the total or partial condemnation of any Mortgaged Property, nor
is  such  a  proceeding  currently  occurring;

               (49)  There  are  no  violations  of  any local, state or federal
environmental law, rule or regulation with respect to any Mortgaged Property and
there is no pending action or proceeding directly involving a Mortgaged Property
in  which compliance with any environmental law, rule or regulation is in issue,
and  nothing  further  remains to be done to satisfy in full all requirements of
each  such  law,  rule  or  regulation  that  is  a  prerequisite to the use and
enjoyment  of  such  Mortgaged  Property;


<PAGE>
                                      -13-


               (50)  With  respect  to  any Mortgage Loan originated on or after
August 1, 2004 and underlying the security, neither the related Mortgage nor the
related  Mortgage Note requires the borrower to submit to arbitration to resolve
any  dispute  arising  out  of  or  relating  in  any  way  to the mortgage loan
transaction;  and

               (51)  None  of  the  Mortgage  Loans  are cash-out refinance land
contracts.

     (b)  The  Seller  hereby  represents  and  warrants  to the Purchaser, with
respect  to the Group I Mortgage Loans as of the Closing Date or as of such date
specifically  provided  herein:


               (1)   Each  Group  I  Mortgage  Loan  is  in  compliance with the
anti-predatory  lending  eligibility  for  purchase requirements of Fannie Mae's
Selling  Guide;

               (2)   The  methodology  used  in  underwriting  the  extension of
credit  for each Group I Mortgage Loan employs objective mathematical principles
which  relate  the  Mortgagor's  income,  assets and liabilities to the proposed
payment  and  such  underwriting  methodology does not rely on the extent of the
Mortgagor's  equity  in  the  collateral  as the principal determining factor in
approving  such  credit extension.  Such underwriting methodology confirmed that
at the time of origination (application/approval) the Mortgagor had a reasonable
ability  to  make  timely  payments  on  the  Group  I  Mortgage  Loan;

               (3)   With  respect  to any Group I Mortgage Loan that contains a
provision permitting imposition of a charge upon a prepayment prior to maturity:
(i)  prior  to  the Group I Mortgage Loan's origination, the Mortgagor agreed to
such  charge  in exchange for a monetary benefit, including but not limited to a
rate  or  fee  reduction, (ii) prior to the Group I Mortgage Loan's origination,
the  Mortgagor  was offered the option of obtaining a mortgage loan that did not
require  payment  of  such a charge, (iii) the prepayment charge is disclosed to
the  Mortgagor  in  the  loan documents pursuant to applicable state and federal
law, (iv) the duration of the prepayment period shall not exceed three (3) years
from  the  date  of  the Mortgage Note if the Mortgage Loan was originated on or
after  September  1, 2004, unless the loan was modified to reduce the prepayment
period  to  no  more than three years from the date of the Mortgage Note and the
borrower was notified in writing of such reduction in the prepayment period, and
(v)  notwithstanding  any  state  or  federal  law  to  the contrary, the Master
Servicer  shall  not  impose  such  prepayment  charge  in any instance when the
mortgage  debt is accelerated as the result of the Mortgagor's default in making
the  loan  payments;

               (4)   All  points  and fees related to each Group I Mortgage Loan
were  disclosed  in writing to the Mortgagor in accordance with applicable state
and  federal  law and regulation.  Except in the case of a Group I Mortgage Loan
in  an  original principal amount of less than $60,000 which would have resulted
in  an  unprofitable  origination,  no  Mortgagor  was charged "points and fees"
(whether  or  not financed) in an amount greater than 5% of the principal amount
of  such  loan  and  such  5% limitation is calculated in accordance with Fannie
Mae's anti-predatory lending requirements as set forth in the Fannie Mae Selling
Guide;

               (5)   All  fees  and  charges  (including  finance  charges)  and
whether  or  not  financed, assessed, collected or to be collected in connection
with  the  origination  and


<PAGE>
                                      -14-


servicing  of  each Group I Mortgage Loan haves been disclosed in writing to the
Mortgagor  in  accordance  with applicable state and federal law and regulation;

               (6)   No  Group  I  Mortgage  Loan  Mortgagor  was  encouraged or
required  to select a mortgage loan product offered by the Originator which is a
higher  cost  product  designed for a less creditworthy Mortgagor, unless at the
time  of  the Mortgage Loan's origination, such Mortgagor did not qualify taking
into  account  credit  history and debt to income ratios for a lower cost credit
product  then  offered  by  the  Originator;

               (7)   No Group I Mortgage Loan Mortgagor was required to purchase
any credit life, disability, accident or health insurance product as a condition
of  obtaining  the  extension of credit.  No Mortgagor obtained a prepaid single
premium  credit  life,  disability,  accident  or  health  insurance  policy  in
connection  with  the origination of the Group I Mortgage Loan. No proceeds from
any  Group I Mortgage Loan were used to purchase single premium credit insurance
policies as part of the origination of, or as a condition to closing, such Group
I  Mortgage  Loan

               (8)   The  Master  Servicer  will  transmit  full-file  credit
reporting  data  for  each  Group  I  Mortgage Loan pursuant to Fannie Mae Guide
Announcement  95-19 and that for each Group I Mortgage Loan, the 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;

               (9)   No  Group  I  Mortgage  Loan  is a "High Cost Home Loan" as
defined  in  New  York  Banking  Law  6-1;

               (10)  No  Group  I  Mortgage  Loan  is a "High-Cost Home Loan" as
defined  under  the  Arkansas Home Loan Protection Act, effective as of July 14,
2003;

               (11)  No  Group  I  Mortgage  Loan  is a "High-Cost Home Loan" as
defined under Kentucky State Statute KRS 360.100, effective as of June 25, 2003;

               (12)  No  Group  I  Mortgage  Loan  is a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership Act, effective as of November 27, 2003;

               (13)  No  Group  I  Mortgage  Loan  is a "High-Cost Home Loan" as
defined  in  the New Mexico Home Loan Protection Act, effective as of January 1,
2004;  and

               (14)  No  Group  I  Mortgage  Loan  is a "High-Risk Home Loan" as
defined  in  the  Illinois  High-Risk  Home Loan Act, effective as of January 1,
2004.


          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


<PAGE>
                                      -15-


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 (39), (40), (41), (43), (44), and (46) of Section 6(a)
herein,  a  breach of any such representation or warranty shall in and of itself
be  deemed  to materially adversely affect the interest therein of the Purchaser
and the Purchaser's assignee, transferee or designee), the party discovering the
breach  shall  give prompt written notice to the other.  Within ninety (90) days
of  its  discovery  or  its  receipt of notice of any such missing documentation
which  was  not  transferred  to  the Purchaser as described above or materially
defective  documentation or any such breach of a representation and warranty (it
being  understood  that  with  respect to the representations and warranties set
forth  in (39), (40), (41), (43), (44) and (46) of Section 6(a) herein, a breach
of  any  such  representation  or  warranty  shall in and of itself be deemed to
materially  adversely  affect  the  interest  therein  of  the Purchaser and the
Purchaser's assignee, transferee or designee), the Seller promptly shall deliver
such missing document or cure such defect or breach in all material respects, or
in  the  event the Seller cannot deliver such missing document or such defect or
breach  cannot  be  cured,  the  Seller  shall,  within  ninety (90) days of its
discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan
at a price equal to the Purchase Price or (ii) pursuant to the provisions of the
Pooling  and  Servicing  Agreement, cause the removal of such Mortgage Loan from
the  Trust  Fund and substitute one or more Qualified Substitute Mortgage Loans.
In the event that any Mortgage Loan is subject to a breach of the representation
and warranty in Section 6(a)(39) resulting in the Master Servicer's inability to
collect  all  or  part  of  the Prepayment Charge from the Mortgagor, in lieu of
repurchase,  the  Seller shall be obligated to remit to the Master Servicer (for
deposit  in  the  Collection  Account)  any  shortfall  in the Prepayment Charge
collected  upon  the  Mortgagor's  voluntary  Principal  Prepayment.

          Notwithstanding  the foregoing, within ninety (90) days of the earlier
of  discovery  by the Seller or receipt of notice by the Seller of the breach of
the  representation  of  the  Seller  set  forth in Section 6(a)(45) 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


<PAGE>
                                      -16-


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:

          (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.


<PAGE>
                                      -17-


          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 Non-Offered Certificates are offered on the Closing
               Date pursuant to a private placement memorandum, the Seller shall
               deliver  an  Officer's  Certificate  stating  that  the  same
               information  contained  in  such  private placement memorandum is
               true  and  accurate  in  all  material  respects;

          (b)  An  Officers'  Certificate of the Seller, dated the Closing Date,
               in  form  satisfactory  to  and  upon which the Purchaser and the
               Underwriters  may  rely,  with respect to certain facts regarding
               the  sale  of  the Mortgage Loans by the Seller to the Purchaser;

          (c)  An  Opinion  of  Counsel  of  each  of  the Seller and the Master
               Servicer,  dated  the  Closing  Date, in form satisfactory to and
               addressed  to  the  Purchaser,  the  Certificate  Insurer and the
               Underwriters;

          (d)  Such opinions of counsel from the Purchaser's or Seller's counsel
               as the Rating Agencies may request in connection with the sale of
               the Mortgage Loans by the Seller to the Purchaser or the Seller's
               execution  and  delivery of, or performance under, this Agreement
               and  upon  which  the  Underwriters  may  rely;

          (e)  An  Indemnification  Agreement  among  the  Master  Servicer, the
               Depositor  and  the  Seller;

          (f)  A  letter  from  Deloitte  &  Touche  LLP,  certified  public
               accountants,  dated  the  date hereof and to the effect that they
               have  performed certain specified procedures as a result of which
               they  determined  that  certain  information  of  an  accounting,
               financial  or  statistical  nature  set  forth  in the Prospectus


<PAGE>
                                      -18-


               Supplement,  under  the  captions  "Summary  of  Prospectus
               Supplement",  "Risk  Factors", "The Mortgage Pool", "Yield on the
               Certificates",  "Description  of  the Certificates", "Pooling and
               Servicing  Agreement-The  Seller",  Annex II and Annex III agrees
               with  the  records  of  the  Seller;

          (g)  A  letter  from KPMG LLP, certified public accountants, dated the
               date  hereof  and  to the effect that they have performed certain
               specified  procedures  as  a result of which they determined that
               certain  information  of  an accounting, financial or statistical
               nature  set forth in the Prospectus Supplement, under the caption
               "Pooling and Servicing Agreement-The Master Servicer" agrees with
               the  records  of  the  Master  Servicer;

          (h)  The  Seller  shall  deliver  for  inclusion  in  the  Prospectus
               Supplement  under  the  captions  "The Mortgage Pool-Underwriting
               Standards  of  the  Originators"  and  "Pooling  and  Servicing
               Agreement-The Seller" or for inclusion in other offering material
               such  publicly  available  information  regarding  its  financial
               condition,  underwriting  standards,  lending activities and loan
               sales,  production,  and  servicing and collection practices, and
               any  similar  nonpublic,  unaudited  financial  information;

          (i)  The Master Servicer shall deliver for inclusion in the Prospectus
               Supplement under the caption "Pooling and Servicing Agreement-The
               Master  Servicer"  or  for  inclusion  in other offering material
               approved  by  the  Master  Servicer  certain  publicly  available
               information  regarding  its  financial condition and its mortgage
               loan  delinquency,  foreclosure and loss experience and servicing
               and  collection  practices,  and  similar  nonpublic,  unaudited
               financial  information;  and

          (j)  Such further information, certificates, opinions and documents as
               the  Purchaser  or  the  Underwriters  may  reasonably  request.

          SECTION  10.    Costs.  The  Seller  shall pay (or shall reimburse the
                          -----
Purchaser  or  any  other  Person to the extent that the Purchaser or such other
Person  shall  pay)  all  costs  and  expenses  incurred  in connection with the
transfer  and  delivery  of  the  Mortgage  Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and  continuations,  the  fees and expenses of the Seller's in-house accountants
and  in-house  attorneys,  the  costs  and  expenses incurred in connection with
producing  the  Seller's  loan loss, foreclosure and delinquency experience, and
the  costs  and  expenses  incurred  in  connection with obtaining the documents
referred to in Sections 9(d) and 9(e) to the extent such costs and expenses were
not previously paid by the Seller.  The Seller shall pay (or shall reimburse the
Purchaser  or  any  other  Person to the extent that the Purchaser or such other
Person  shall pay) the costs and expenses of printing (or otherwise reproducing)
and  delivering  this  Agreement,  the  Pooling  and  Servicing  Agreement,  the
Certificates,  the  prospectus,  the  Prospectus  Supplement,  and  the  private
placement  memorandum  relating to the Certificates and other related documents,
the  initial fees, costs and expenses of the Trustee relating to the issuance of
the  initial  certification of the Trustee under Section 2.02 of the Pooling and
Servicing Agreement, the fees and expenses of the Seller's counsel in connection
with  the  preparation  of


<PAGE>
                                      -19-


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  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,


<PAGE>
                                      -20-


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 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;  provided that if a modification or amendment adversely
affects  the  rights  or  interests  of  the  Certificate  Insurer  or


<PAGE>
                                      -21-


the  holders  of the Insured Certificates, it requires the Certificate Insurer's
prior  written  consent.  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,  and  the  Certificate  Insurer  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 September 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-MCW1, [CE] [P] [R], [R-X] [representing
               a%  Percentage Interest] [with an aggregate Certificate Principal
               Balance  of  _____]  [with  a  Notional  Amount  of  ______]
               -----------------------------------------------------------------

Ladies and Gentlemen:

          In connection with the transfer by ________________ (the "Transferor")
to  ________________  (the  "Transferee")  of  the  above-captioned asset-backed
pass-through  certificates (the "Certificates"), the Transferor hereby certifies
as  follows:

          Neither  the  Transferor  nor  anyone  acting  on  its  behalf has (a)
offered,  pledged,  sold,  disposed of or otherwise transferred any Certificate,
any  interest  in any Certificate or any other similar security to any person in
any  manner,  (b)  has  solicited  any  offer  to  buy  or  to  accept a pledge,
disposition  or  other  transfer  of  any  Certificate,  any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in  any Certificate or any other similar security with any person in any manner,
(d)  has made any general solicitation by means of general advertising or in any
other  manner,  (e)  has  taken  any  other action, that (in the case of each of
subclauses  (a)  through  (e)  above)  would  constitute  a  distribution of the
Certificates  under  the Securities Act of 1933, as amended (the "1933 Act"), or
would  render the disposition of any Certificate a violation of Section 5 of the
1933  Act  or  any  state  securities  law  or  would  require  registration  or
qualification  pursuant  thereto.  The  Transferor  will  not  act,  nor  has it
authorized  or  will  it authorize any person to act, in any manner set forth in
the  foregoing sentence with respect to any Certificate. The Transferor will not
sell  or  otherwise  transfer any of the Certificates, except in compliance with
the  provisions  of  that  certain  Pooling and Servicing Agreement, dated as of
September  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-MCW1  Class  [CE]  [P]  [R],  [R-X]
               [representing  a  ___  %  Percentage Interest] [with an aggregate
               Certificate  Principal  Balance of _____] [with a Notional Amount
                                                  ------------------------------
               of  ______]______________________
               ---------------------------------

Ladies and Gentlemen:

          In  connection  with  the  purchase  from  ______________________ (the
"Transferor")  on  the  date  hereof  of  the  captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

          1.     The  Transferee  is  a  "qualified institutional buyer" as that
     term  is  defined  in  Rule  144A ("Rule 144A") under the Securities Act of
     1933,  as amended (the "1933 Act") and has completed either of the forms of
     certification  to  that  effect  attached hereto as Annex 1 or Annex 2. The
     Transferee  is  aware that the sale to it is being made in reliance on Rule
     144A.  The  Transferee is acquiring the Certificates for its own account or
     for  the  account  of a qualified institutional buyer, and understands that
     such Certificate may be resold, pledged or transferred only (i) to a person
     reasonably  believed  to  be a qualified institutional buyer that purchases
     for  its  own account or for the account of a qualified institutional buyer
     to  whom  notice is given that the resale, pledge or transfer is being made
     in  reliance  on  Rule  144A,  or  (ii)  pursuant to another exemption from
     registration  under  the  1933  Act.

          2.     The  Transferee  has  been  furnished  with  all  information
     regarding  (a)  the Certificates and distributions thereon, (b) the nature,
     performance  and  servicing  of  the  Mortgage  Loans,  (c) the Pooling and
     Servicing  Agreement  referred  to  below  and  (d)  any credit enhancement
     mechanism  associated  with  the  Certificates,  that  it  has  requested.

          All  capitalized  terms used but not otherwise defined herein have the
respective  meanings  assigned  thereto  in the Pooling and Servicing Agreement,
dated  as  of September 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.


                                      F-1-4
<PAGE>
          $25,000,000 as demonstrated in its latest annual financial statements,
          a  copy  of  which  is  attached  hereto.

     ___  Broker-Dealer.  The  Transferee  is  a  dealer  registered pursuant to
          Section  15  of  the  Securities  Exchange  Act  of  1934, as amended.

     ___  Insurance  Company.  The  Transferee  is  an  insurance  company whose
          primary  and predominant business activity is the writing of insurance
          or  the  reinsuring  of  risks underwritten by insurance companies and
          which  is  subject  to  supervision by the insurance commissioner or a
          similar  official  or  agency of a State, territory or the District of
          Columbia.

     ___  State  or  Local  Plan.  The  Transferee  is  a  plan  established and
          maintained  by  a  State, its political subdivisions, or any agency or
          instrumentality  of  the  State or its political subdivisions, for the
          benefit  of  its  employees.

     ___  ERISA  Plan.  The  Transferee  is  an employee benefit plan within the
          meaning  of  Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under  the  Investment  Advisers  Act  of  1940,  as  amended.

          3.     The  term  "Securities"  as  used  herein  does not include (i)
securities  of  issuers that are affiliated with the Transferee, (ii) securities
that  are  part  of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any  instrumentality  thereof,  (iv)  bank  deposit  notes  and  certificates of
deposit,  (v)  loan participations, (vi) repurchase agreements, (vii) securities
owned  but  subject to a repurchase agreement and (viii) currency, interest rate
and  commodity  swaps.

          4.     For  purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used  the  cost  of such securities to the Transferee and did not include any of
the  securities  referred to in the preceding paragraph. Further, in determining
such  aggregate  amount,  the  Transferee  may have included securities owned by
subsidiaries  of  the Transferee, but only if such subsidiaries are consolidated
with  the  Transferee  in  its  financial statements prepared in accordance with
generally  accepted  accounting  principles  and  if  the  investments  of  such
subsidiaries  are  managed  under  the  Transferee's  direction.  However,  such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary  of  another  enterprise and the Transferee is not itself a reporting
company  under  the  Securities  Exchange  Act  of  1934,  as  amended.

          5.     The  Transferee acknowledges that it is familiar with Rule 144A
and  understands  that  the  Transferor  and  other  parties  related  to  the
Certificates are relying and will continue to rely on the statements made herein
because  one  or  more  sales to the Transferee may be in reliance on Rule 144A.

     _____      _____     Will the Transferee  be  purchasing  the  Certificates
     Yes        No        only for the Transferee's own account?


                                      F-1-5
<PAGE>
          6.     If the answer to the foregoing question is "no", the Transferee
agrees  that,  in  connection  with  any  purchase  of  securities  sold  to the
Transferee  for the account of a third party (including any separate account) in
reliance  on  Rule  144A, the Transferee will only purchase for the account of a
third  party  that  at  the time is a "qualified institutional buyer" within the
meaning  of  Rule  144A.  In addition, the Transferee agrees that the Transferee
will  not  purchase  securities  for  a  third  party  unless the Transferee has
obtained  a  current  representation letter from such third party or taken other
appropriate  steps  contemplated  by Rule 144A to conclude that such third party
independently  meets the definition of "qualified institutional buyer" set forth
in  Rule  144A.

          7.     The  Transferee  will  notify each of the parties to which this
certification  is made of any changes in the information and conclusions herein.
Until  such  notice is given, the Transferee's purchase of the Certificates will
constitute  a  reaffirmation  of  this  certification  as  of  the  date of such
purchase.  In  addition,  if  the  Transferee  is  a bank or savings and loan as
provided  above,  the  Transferee  agrees  that  it will furnish to such parties
updated  annual  financial  statements  promptly  after  they  become available.

Dated:

                                        Print  Name  of  Transferee

                                        By:______________________________
                                        Name:
                                        Title:


                                      F-1-6
<PAGE>
                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That Are Registered Investment Companies]

          The  undersigned  hereby  certifies as follows to [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.


                                      F-1-7
<PAGE>
          5.     The  Transferee is familiar with Rule 144A and understands that
the  parties  to  which  this  certification  is being made are relying and will
continue  to rely on the statements made herein because one or more sales to the
Transferee  will  be  in reliance on Rule 144A. In addition, the Transferee will
only  purchase  for  the  Transferee's  own  account.

          6.     The  undersigned  will  notify  the  parties  to  which  this
certification  is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a  reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                        Print Name of Transferee or Advisor

                                        By:____________________________
                                        Name:
                                        Title:

                                        IF  AN  ADVISER:


                                        __________________________________
                                        Print  Name  of  Transferee


                                      F-1-8
<PAGE>
                    FORM OF TRANSFEREE REPRESENTATION LETTER

     The  undersigned  hereby  certifies  on behalf of the purchaser named below
(the  "Purchaser")  as  follows:

          1.     I  am  an  executive  officer  of  the  Purchaser.

          2.     The  Purchaser is a "qualified institutional buyer", as defined
     in Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

          3.     As  of  the date specified below (which is not earlier than the
     last  day  of  the  Purchaser's  most  recent  fiscal  year), the amount of
     "securities",  computed  for purposes of Rule 144A, owned and invested on a
     discretionary  basis  by  the  Purchaser  was  in  excess  of $100,000,000.

Name of Purchaser
                     ___________________________________________________________

By: (Signature)
                     ___________________________________________________________

Name of Signatory
                     ___________________________________________________________

Title
         _______________________________________________________________________

Date of this certificate
                         _______________________________________________________

Date of information provided in paragraph 3
                                            ____________________________________


                                      F-1-9
<PAGE>
                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE  OF  NEW  YORK           )
                               :  ss.:
COUNTY  OF  NEW  YORK          )

          ____________________________,  being  duly  sworn, deposes, represents
and  warrants  as  follows:

          1.     I  am  a ______________________ of ____________________________
(the  "Owner")  a  corporation  duly  organized  and  existing under the laws of
______________,  the  record  owner of Park Place Securities, Inc., Asset-Backed
Pass-Through  Certificates,  Series  2004-MCW1,  Class  [R] [R-X] (the "Residual
Certificates"),  on  behalf  of  whom  I  make  this  affidavit  and  agreement.
Capitalized  terms  used  but  not  defined  herein have the respective meanings
assigned  thereto  in  the Pooling and Servicing Agreement pursuant to which the
Residual  Certificates  were  issued.

          2.     The  Owner  (i)  is  and will be a "Permitted Transferee" as of
____________________,  2004  and (ii) is acquiring the Residual Certificates for
its  own  account or for the account of another Owner from which it has received
an  affidavit  in  substantially  the  same form as this affidavit. A "Permitted
Transferee"  is  any  person  other  than  a  "disqualified  organization"  or a
possession of the United States. For this purpose, a "disqualified organization"
means  the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage  Corporation, a majority of whose board of directors is not selected by
any  such  governmental  entity)  or  any  foreign  government,  international
organization  or  any  agency  or  instrumentality of such foreign government or
organization,  any  rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income  tax unless such organization is subject to the tax on unrelated business
taxable  income.

          3.     The  Owner  is  aware  (i)  of the tax that would be imposed on
transfers  of  the Residual Certificates to disqualified organizations under the
Internal  Revenue  Code of 1986, as amended that applies to all transfers of the
Residual  Certificates  after March 31, 1988; (ii) that such tax would be on the
transferor  or,  if  such  transfer is through an agent (which person includes a
broker,  nominee  or  middleman)  for  a non-Permitted Transferee, on the agent;
(iii)  that  the  person  otherwise  liable  for  the  tax  shall be relieved of
liability  for  the  tax if the transferee furnishes to such person an affidavit
that the transferee is a Permitted Transferee and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
each  of  the  Residual  Certificates  may  be a "noneconomic residual interest"
within  the  meaning of proposed Treasury regulations promulgated under the Code
and  that the transferor of a "noneconomic residual interest" will remain liable
for  any  taxes due with respect to the income on such residual interest, unless
no significant purpose of the transfer is to impede the assessment or collection
of  tax.


                                      F-2-1
<PAGE>
          4.     The  Owner  is  aware  of  the  tax  imposed on a "pass-through
entity"  holding  the  Residual  Certificates if, at any time during the taxable
year of the pass-through entity, a non-Permitted Transferee is the record holder
of  an  interest  in  such  entity.  (For  this purpose, a "pass-through entity"
includes  a  regulated  investment  company,  a  real estate investment trust or
common  trust  fund,  a partnership, trust or estate, and certain cooperatives.)

          5.     The  Owner  is  aware  that the Certificate Registrar  will not
register  the  transfer of any Class R Certificate unless the transferee, or the
transferee's  agent,  delivers to the Certificate Registrar, among other things,
an  affidavit  in  substantially  the  same  form  as  this affidavit. The Owner
expressly  agrees  that  it will not consummate any such transfer if it knows or
believes  that  any  of  the  representations  contained  in  such affidavit and
agreement  are  false.

          6.     The  Owner  consents  to  any  additional  restrictions  or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a  reasonable  arrangement to ensure that the Residual Certificates will only be
owned,  directly  or  indirectly,  by  an  Owner that is a Permitted Transferee.

          7.     The  Owner's  taxpayer  identification  number is ____________.

          8.     The  Owner  has reviewed the restrictions set forth on the face
of  the  Residual  Certificates  and  the  provisions  of Section 5.02(d) of the
Pooling  and  Servicing  Agreement  under  which  the Residual Certificates were
issued  (in  particular,  clauses (iii)(A) and (iii)(B) of Section 5.02(d) which
authorize  the  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.


                                      F-2-2
<PAGE>
          14.     The  Owner will, in connection with any transfer that it makes
of  the  Residual  Certificates,  obtain from its transferee the representations
required  by  Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R Certificate were issued and will not consummate any such transfer if
it  knows,  or  knows  facts  that  should  lead  it  to  believe, that any such
representations  are  false.

          15.     The  Owner will, in connection with any transfer that it makes
of the Residual Certificates, deliver to the Certificate Registrar an affidavit,
which  represents  and  warrants  that  it  is  not  transferring  the  Residual
Certificates  to  impede the assessment or collection of any tax and that it has
no actual knowledge that the proposed transferee: (i) has insufficient assets to
pay  any  taxes  owed by such transferee as holder of the Residual Certificates;
(ii)  may  become insolvent or subject to a bankruptcy proceeding for so long as
the  Residual  Certificates  remains  outstanding; and (iii) is not a "Permitted
Transferee".

          16.     The  Owner  is  a  citizen or resident of the United States, a
corporation  or  partnership  (or  other  entity  treated  as  a  corporation or
partnership  for  federal income tax purposes) created or organized in, or under
the  laws  of,  the United States, any state thereof or the District of Columbia
(except, in the case of a partnership or entity treated as a partnership, to the
extent  provided  in  regulations),  an estate the income of which is subject to
United  States federal income taxation regardless of its source or a trust other
than  a  "foreign  trust"  described  in  section  7701(a)(31)  of  the  Code.


                                      F-2-3
<PAGE>
          IN  WITNESS  WHEREOF,  the  Owner  has  caused  this  instrument to be
executed  on its behalf, pursuant to the authority of its Board of Directors, by
its  [Vice]  President,  attested by its [Assistant] Secretary, this ____ day of
__________,  200__.

                                        [OWNER]

                                        By:______________________________
                                        Name:
                                        Title: [Vice]  President

ATTEST:

By:     ______________________________
Name:
Title:  [Assistant]  Secretary

          Personally  appeared before me the above-named , known or proved to me
to  be  the same person who executed the foregoing instrument and to be a [Vice]
President  of  the Owner, and acknowledged to me that [he/she] executed the same
as  [his/her]  free  act  and  deed  and  the  free  act  and deed of the Owner.

          Subscribed and sworn before me this ____ day of __________, 200__.

                                        ______________________________
                                                Notary  Public

                                        County  of  _____________________
                                        State  of  ______________________

                                        My  Commission  expires:


                                      F-2-4
<PAGE>
                          FORM OF TRANSFEROR AFFIDAVIT

STATE  OF  NEW  YORK           )
                               :  ss.  :
COUNTY  OF  NEW  YORK          )

          _______________________________________,  being  duly  sworn, deposes,
represents  and  warrants  _____________________________  as  follows:

          1.     I  am  a  ____________________  of (the "Owner"), a corporation
duly  organized and existing under the laws of ______________, on behalf of whom
I  make  this  affidavit.

          2.     The  Owner  is  not  transferring  the  Class  [R]  [R-X]  (the
"Residual  Certificates")  to  impede  the  assessment or collection of any tax.

          3.     The  Owner  has no actual knowledge that the Person that is the
proposed  transferee  (the  "Purchaser")  of  the Residual Certificates: (i) has
insufficient  assets to pay any taxes owed by such proposed transferee as holder
of  the  Residual  Certificates;  (ii)  may  become  insolvent  or  subject to a
bankruptcy  proceeding  for  so  long  as  the  Residual  Certificates  remain
outstanding  and  (iii)  is  not  a  Permitted  Transferee.

          4.     The  Owner  understands that the Purchaser has delivered to the
Certificate Registrar a transfer affidavit and agreement in the form attached to
the  Pooling  and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe  that  any  representation  contained  therein  is  false.

          5.     At  the  time of transfer, the Owner has conducted a reasonable
investigation  of  the  financial  condition of the Purchaser as contemplated by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation, the Owner has determined that the Purchaser has historically paid
its  debts  as they became due and has found no significant evidence to indicate
that  the Purchaser will not continue to pay its debts as they become due in the
future.  The  Owner  understands that the transfer of a Residual Certificate may
not  be  respected  for  United  States  income  tax purposes (and the Owner may
continue  to  be  liable  for  United  States income taxes associated therewith)
unless  the  Owner  has  conducted  such  an  investigation.

          6.     Capitalized  terms  not otherwise defined herein shall have the
meanings  ascribed  to  them  in  the  Pooling  and  Servicing  Agreement.


                                      F-2-5
<PAGE>
          IN  WITNESS  WHEREOF,  the  Owner  has  caused  this  instrument to be
executed  on its behalf, pursuant to the authority of its Board of Directors, by
its  [Vice]  President,  attested by its [Assistant] Secretary, this ____ day of
___________,  200__.

                                        [OWNER]

                                        By:     ______________________________
                                        Name:
                                        Title:  [Vice]  President

ATTEST:

By:     ______________________________
Name:
Title:  [Assistant]  Secretary

          Personally  appeared before me the above-named , known or proved to me
to  be  the same person who executed the foregoing instrument and to be a [Vice]
President  of  the Owner, and acknowledged to me that [he/she] executed the same
as  [his/her]  free  act  and  deed  and  the  free  act  and deed of the Owner.

          Subscribed and sworn before me this ____ day of __________, 200__.



                                        ______________________________
                                                Notary  Public

                                        County  of  _____________________
                                        State  of  ______________________

                                        My  Commission  expires:


                                      F-2-6
<PAGE>
                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
                                          _____________,  200__


Park Place Securities, Inc.                        Wells Fargo Bank, N.A.
1100 Town & Country Road, Suite 1100
Orange, California 92868
Countrywide Home Loans Servicing LP
400 Countrywide Way,
Simi Valley, California 93065

          Re:  Park  Place  Securities,  Inc.,  Asset-Backed  Pass-Through
               Certificates, Series 2004-MCW1, Class CE, P, Rand R-X____________
               -----------------------------------------------------------------

Dear Ladies and Gentlemen:

          __________________________________  (the  "Transferee")  intends  to
acquire  from  _____________________  (the  "Transferor") [$____________ Initial
Certificate  Principal  Balance] [$____________ initial Notional Amount] [_____%
Percentage  Interest]  of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates,  Series 2004-MCW1, Class ___ (the "Certificates"), issued pursuant
to  a  Pooling  and  Servicing Agreement (the "Pooling and Servicing Agreement")
dated  as  of  September  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

                              FORM OF CAP CONTRACTS




                                      H-1
<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-MCW1;

          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.Aand  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-MCW1
                   -------------------------------------------

          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 September 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-MCW1
               ---------

          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 September 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-1
<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-MCW1


          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  September  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 1-1
<PAGE>
                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request




                                  Schedule 2-1
<PAGE>