POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Park Place Securities, In | LITTON LOAN SERVICING LP | WELLS FARGO BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/13/2005

POOLING AND SERVICING AGREEMENT, Parties: park place securities in , litton loan servicing lp , wells fargo bank n.a.

PARK PLACE SECURITIES, INC.

Depositor

LITTON LOAN SERVICING LP

Servicer

and

WELLS FARGO BANK, N.A.

Trustee

________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

________________________________________

Asset-Backed Pass-Through Certificates

Series 2005-WLL1

<PAGE>

<TABLE>

TABLE OF CONTENTS

-----------------

SECTION PAGE

------- ----

ARTICLE I

DEFINITIONS............................................................................................

SECTION 1.01. Defined Terms......................................................................7

SECTION 1.02. Allocation of Certain Interest Shortfalls.........................................59

SECTION 1.03. Rights of the NIMS Insurer........................................................60

ARTICLE II

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

SECTION 2.01. Conveyance of Mortgage Loans......................................................61

SECTION 2.02. Acceptance of REMIC I by the Trustee..............................................63

SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor;

Payment of Prepayment Charge Payment Amounts......................................65

SECTION 2.04. [Reserved]........................................................................68

SECTION 2.05. Representations, Warranties and Covenants of the Servicer.........................68

SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I Interest..............70

SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II,

REMIC III and REMIC IV by the Trustee.............................................70

SECTION 2.08. Issuance of Class R Certificates and Class R-X Certificates.......................72

ARTICLE III

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

SECTION 3.01. Servicer to Act as Servicer.......................................................73

SECTION 3.02. Collection of Certain Mortgage Loan Payments......................................75

SECTION 3.03. [Reserved]........................................................................76

SECTION 3.04. Collection Account, Escrow Account and Distribution Account.......................76

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

and Distribution Account..........................................................79

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

the REO Account and the Distribution Account....................................82

SECTION 3.07. Payment of Taxes, Insurance and Other Charges.....................................84

SECTION 3.08. Maintenance of Hazard Insurance...................................................85

SECTION 3.09. Maintenance of Mortgage Blanket Insurance.........................................85

SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.....................................86

SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements.........................86

SECTION 3.12. Realization Upon Defaulted Mortgage Loans.........................................87

</TABLE>

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<TABLE>

SECTION 3.13. Title, Management and Disposition of REO Property.................................87

SECTION 3.14. [Reserved]........................................................................91

SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged Properties....................91

SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans.....................................92

SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files...................................92

SECTION 3.18. Servicing Compensation............................................................94

SECTION 3.19. Statement as to Compliance........................................................94

SECTION 3.20. Independent Public Accountants' Servicing Report..................................95

SECTION 3.21. Access to Certain Documentation...................................................95

SECTION 3.22. [Reserved]........................................................................96

SECTION 3.23. Advance Facility..................................................................96

ARTICLE IV

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

SECTION 4.01. Distributions.....................................................................98

SECTION 4.02. Statements to Certificateholders.................................................106

SECTION 4.03. Remittance Reports and Other Reports to the Trustee; Advances;

Payments in Respect of Prepayment Interest Shortfalls............................110

SECTION 4.04. Allocation of Realized Losses....................................................112

SECTION 4.05. Compliance with Withholding Requirements.........................................114

SECTION 4.06. Commission Reporting.............................................................114

SECTION 4.07. Reserved.........................................................................116

SECTION 4.08. Reserved.........................................................................116

SECTION 4.09. Swap Account.....................................................................116

SECTION 4.10. Net WAC Rate Carryover Reserve Account...........................................117

ARTICLE V

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

SECTION 5.01. The Certificates.................................................................119

SECTION 5.02. Registration of Transfer and Exchange of Certificates............................121

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................................126

SECTION 5.04. Persons Deemed Owners............................................................126

SECTION 5.05. Certain Available Information....................................................127

ARTICLE VI

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

SECTION 6.01. Liability of the Depositor and the Servicer......................................128

SECTION 6.02. Merger or Consolidation of the Depositor or the Servicer.........................128

SECTION 6.03. Limitation on Liability of the Depositor, the Servicer and Others................128

SECTION 6.04. Limitation on Resignation of the Servicer........................................129

</TABLE>

<PAGE>

<TABLE>

SECTION 6.05. Rights of the Depositor in Respect of the Servicer...............................130

SECTION 6.06. Sub-Servicing Agreements Between the Servicer and Sub-Servicers..................131

SECTION 6.07. Successor Sub-Servicers..........................................................132

SECTION 6.08. Liability of the Servicer........................................................132

SECTION 6.09. No Contractual Relationship Between Sub-Servicers and

the NIMS Insurer, the Trustee or Certificateholders.............................132

SECTION 6.10. Assumption or Termination of Sub-Servicing Agreements by Trustee.................133

SECTION 6.11. Sub-Servicing Accounts...........................................................133

ARTICLE VII

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

SECTION 7.01. Servicer Events of Default.......................................................134

SECTION 7.02. Trustee to Act; Appointment of Successor.........................................136

SECTION 7.03. Notification to Certificateholders...............................................138

SECTION 7.04. Waiver of Servicer Events of Default.............................................138

ARTICLE VIII

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

SECTION 8.01. Duties of Trustee................................................................139

SECTION 8.02. Certain Matters Affecting the Trustee............................................140

SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage Loans........................141

SECTION 8.04. Trustee May Own Certificates....................................................142

SECTION 8.05. Trustee's Fees and Expenses......................................................142

SECTION 8.06. Eligibility Requirements for Trustee.............................................143

SECTION 8.07. Resignation and Removal of the Trustee...........................................143

SECTION 8.08. Successor Trustee................................................................144

SECTION 8.09. Merger or Consolidation of Trustee...............................................144

SECTION 8.10. Appointment of Co-Trustee or Separate Trustee....................................145

SECTION 8.11. Appointment of Custodians........................................................146

SECTION 8.12. Appointment of Office or Agency..................................................146

SECTION 8.13. Representations and Warranties of the Trustee....................................146

ARTICLE IX

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

SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans.................148

SECTION 9.02. Additional Termination Requirements..............................................150

</TABLE>

iii

<PAGE>

<TABLE>

ARTICLE X

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

SECTION 10.01. REMIC Administration.............................................................151

SECTION 10.02. Prohibited Transactions and Activities...........................................154

SECTION 10.03. Servicer and Trustee Indemnification.............................................154

ARTICLE XI

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

SECTION 11.01. Amendment........................................................................155

SECTION 11.02. Recordation of Agreement; Counterparts...........................................156

SECTION 11.03. Limitation on Rights of Certificateholders.......................................157

SECTION 11.04. Governing Law....................................................................157

SECTION 11.05. Notices..........................................................................157

SECTION 11.06. Severability of Provisions.......................................................158

SECTION 11.07. Notice to Rating Agencies and the NIMS Insurer...................................158

SECTION 11.08. Article and Section References...................................................159

SECTION 11.09. Grant of Security Interest.......................................................159

SECTION 11.10. Third Party Rights...............................................................160

</TABLE>

<PAGE>

Exhibits

--------

Exhibit A-1 Form of Class A-1A Certificate

Exhibit A-2 Form of Class A-1B Certificate

Exhibit A-3 through A-8 [RESERVED].

Exhibit A-9 Form of Class M-1 Certificate

Exhibit A-10 Form of Class M-2 Certificate

Exhibit A-11 Form of Class M-3 Certificate

Exhibit A-12 Form of Class M-4 Certificate

Exhibit A-13 Form of Class M-5 Certificate

Exhibit A-14 Form of Class M-6 Certificate

Exhibit A-15 Form of Class M-7 Certificate

Exhibit A-16 Form of Class M-8 Certificate

Exhibit A-17 Form of Class M-9 Certificate

Exhibit A-18 Form of Class M-10 Certificate

Exhibit A-19 Form of Class M-11 Certificate

Exhibit A-20 Form of Class CE Certificate

Exhibit A-21 Form of Class P Certificate

Exhibit A-22 Form of Class R Certificate

Exhibit A-23 Form of Class R-X Certificate

Exhibit B Form of Lost Note Affidavit

Exhibit C-1 Form of Trustee's Initial Certification

Exhibit C-2 Form of Trustee's Final Certification

Exhibit C-3 Form of Trustee's Receipt of Mortgage Note

Exhibit D Form of Mortgage Loan Purchase Agreement

Exhibit E Request for Release

Exhibit F-1 Form of Transferor Representation Letter and Form of

Transferee Representation Letter in Connection with

Transfer of Class CE and Class P Certificates Pursuant

to Rule 144A Under the 1933 Act

Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of

Transferor Affidavit in Connection with Transfer of

Residual Certificates

Exhibit G Form of Certification with respect to ERISA and the Code

Exhibit H Form of Interest Rate Swap Agreement

Exhibit I Form of Limited Power of Attorney

Exhibit J-1 Form of Certification to Be Provided by the Depositor with

Form 10-K

Exhibit J-2 Form of Certification to Be Provided to Depositor by the

Trustee

Exhibit J-3 Form of Certification to Be Provided to Depositor by the

Servicer

Exhibit K Annual Statement of Compliance pursuant to Section 3.19

Schedule 1 Mortgage Loan Schedule

Schedule 2 Prepayment Charge Schedule

<PAGE>

This Pooling and Servicing Agreement, is dated and effective

as of March 1, 2005, among PARK PLACE SECURITIES, INC., as Depositor, LITTON

LOAN SERVICING LP, as Servicer and WELLS FARGO BANK, N.A., as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in multiple classes,

which in the aggregate shall evidence the entire beneficial ownership interest

in each REMIC (as defined herein) created hereunder. The Trust Fund shall

consist of a segregated pool of assets consisting of the Mortgage Loans and

certain other related assets subject to this Agreement.

REMIC I

-------

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the Mortgage Loans and certain other

related assets (other than any Servicer Prepayment Charge Payment Amounts, the

Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate

Swap Agreement) subject to this Agreement as a REMIC for federal income tax

purposes, and such segregated pool of assets shall be designated as "REMIC I."

The Class R-I Interest shall be the sole class of "residual interests" in REMIC

I for purposes of the REMIC Provisions (as defined herein). The following table

irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial

Uncertificated Balance and, for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

REMIC I Regular Interests (as defined herein). None of the REMIC I Regular

Interests shall be certificated.

<TABLE>

Initial

REMIC I Uncertificated Latest Possible

Designation Remittance Rate Balance ($) Maturity Date(1)

----------- --------------- ----------- ----------------

I-LT1SWAP1 Variable(2) 10,134,320.51 March 25, 2035

I-LT1SWAP2 Variable(2) 12,407,426.35 March 25, 2035

I-LT1SWAP3 Variable(2) 14,658,477.67 March 25, 2035

I-LT1SWAP4 Variable(2) 16,870,852.49 March 25, 2035

I-LT1SWAP5 Variable(2) 19,026,230.23 March 25, 2035

I-LT1SWAP6 Variable(2) 21,106,035.44 March 25, 2035

I-LT1SWAP7 Variable(2) 23,091,500.73 March 25, 2035

I-LT1SWAP8 Variable(2) 24,927,863.61 March 25, 2035

I-LT1SWAP9 Variable(2) 26,149,409.62 March 25, 2035

I-LT1SWAP10 Variable(2) 27,204,146.85 March 25, 2035

I-LT1SWAP11 Variable(2) 26,090,447.46 March 25, 2035

I-LT1SWAP12 Variable(2) 25,022,835.02 March 25, 2035

I-LT1SWAP13 Variable(2) 23,999,386.90 March 25, 2035

I-LT1SWAP14 Variable(2) 23,018,261.11 March 25, 2035

I-LT1SWAP15 Variable(2) 22,077,692.97 March 25, 2035

I-LT1SWAP16 Variable(2) 21,175,991.80 March 25, 2035

I-LT1SWAP17 Variable(2) 20,311,537.82 March 25, 2035

I-LT1SWAP18 Variable(2) 19,482,779.21 March 25, 2035

I-LT1SWAP19 Variable(2) 18,688,229.16 March 25, 2035

I-LT1SWAP20 Variable(2) 17,926,463.21 March 25, 2035

I-LT1SWAP21 Variable(2) 17,957,757.17 March 25, 2035

I-LT1SWAP22 Variable(2) 53,397,822.32 March 25, 2035

I-LT1SWAP23 Variable(2) 196,218,518.21 March 25, 2035

</TABLE>

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<TABLE>

I-LT1SWAP24 Variable(2) 12,809,784.49 March 25, 2035

I-LT1SWAP25 Variable(2) 11,203,970.96 March 25, 2035

I-LT1SWAP26 Variable(2) 5,105,214.43 March 25, 2035

I-LT1SWAP27 Variable(2) 4,904,361.38 March 25, 2035

I-LT1SWAP28 Variable(2) 4,711,856.65 March 25, 2035

I-LT1SWAP29 Variable(2) 4,527,336.12 March 25, 2035

I-LT1SWAP30 Variable(2) 4,350,452.13 March 25, 2035

I-LT1SWAP31 Variable(2) 4,180,872.75 March 25, 2035

I-LT1SWAP32 Variable(2) 4,018,281.05 March 25, 2035

I-LT1SWAP33 Variable(2) 3,862,374.40 March 25, 2035

I-LT1SWAP34 Variable(2) 4,040,572.05 March 25, 2035

I-LT1SWAP35 Variable(2) 33,011,682.63 March 25, 2035

I-LT1SWAP36 Variable(2) 1,956,727.85 March 25, 2035

I-LT1SWAP37 Variable(2) 1,897,709.07 March 25, 2035

I-LT1SWAP38 Variable(2) 1,840,459.08 March 25, 2035

I-LT1SWAP39 Variable(2) 1,784,925.15 March 25, 2035

I-LT1SWAP40 Variable(2) 1,731,056.06 March 25, 2035

I-LT1SWAP41 Variable(2) 1,678,802.16 March 25, 2035

I-LT1SWAP42 Variable(2) 1,628,115.27 March 25, 2035

I-LT1SWAP43 Variable(2) 1,578,948.62 March 25, 2035

I-LT1SWAP44 Variable(2) 1,531,256.86 March 25, 2035

I-LT1SWAP45 Variable(2) 1,484,995.97 March 25, 2035

I-LT1SWAP46 Variable(2) 1,440,123.22 March 25, 2035

I-LT1SWAP47 Variable(2) 1,396,597.19 March 25, 2035

I-LT1SWAP48 Variable(2) 1,354,377.67 March 25, 2035

I-LT1SWAP49 Variable(2) 1,313,425.65 March 25, 2035

I-LT1SWAP50 Variable(2) 1,273,703.27 March 25, 2035

I-LT1SWAP51 Variable(2) 40,437,078.52 March 25, 2035

I-LTP Variable(2) 100.00 March 25, 2035

</TABLE>

----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC I

Regular Interest.

(2) Calculated in accordance with the definition of "REMIC I Remittance

Rate" herein.

<PAGE>

REMIC II

--------

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC

for federal income tax purposes, and such segregated pool of assets shall be

designated as "REMIC II." The Class R-II Interest shall evidence the sole class

of "residual interests" in REMIC II for purposes of the REMIC Provisions under

federal income tax law. The following table irrevocably sets forth the

designation, the REMIC II Remittance Rate, the initial Uncertificated Balance

and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),

the "latest possible maturity date" for each of the REMIC II Regular Interests

(as defined herein). None of the REMIC II Regular Interests shall be

certificated.

<TABLE>

Initial

REMIC I Uncertificated Latest Possible

Designation Remittance Rate Balance ($) Maturity Date(1)

----------- --------------- ----------- ----------------

II-LTAA Variable(2) 825,159,065.58 March 25, 2035

II-LTA1A Variable(2) 6,009,360.00 March 25, 2035

II-LTA1B Variable(2) 667,690.00 March 25, 2035

II-LTM1 Variable(2) 290,490.00 March 25, 2035

II-LTM2 Variable(2) 265,240.00 March 25, 2035

II-LTM3 Variable(2) 164,190.00 March 25, 2035

II-LTM4 Variable(2) 143,140.00 March 25, 2035

II-LTM5 Variable(2) 134,720.00 March 25, 2035

II-LTM6 Variable(2) 130,510.00 March 25, 2035

II-LTM7 Variable(2) 109,460.00 March 25, 2035

II-LTM8 Variable(2) 105,250.00 March 25, 2035

II-LTM9 Variable(2) 58,940.00 March 25, 2035

II-LTM10 Variable(2) 63,150.00 March 25, 2035

II-LTM11 Variable(2) 84,200.00 March 25, 2035

II-LTZZ Variable(2) 8,613,640.93 March 25, 2035

II-LTP Variable(2) 825,159,065.58 March 25, 2035

II-LT1SWAP Variable(2) (3) March 25, 2035

</TABLE>

----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC II

Regular Interest.

(2) Calculated in accordance with the definition of "REMIC II Remittance

Rate" herein.

(3) REMIC II Regular Interest II-LT1SWAP will not have Uncertificated

Balances, but will accrue interest on their respective Uncertificated

Notional Amounts.

<PAGE>

REMIC III

---------

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the REMIC II Regular Interests as a

REMIC for federal income tax purposes, and such segregated pool of assets shall

be designated as "REMIC III." The Class R-III Interest shall evidence the sole

class of "residual interests" in REMIC III for purposes of the REMIC Provisions

under federal income tax law. The following table irrevocably sets forth the

designation, the Pass-Through Rate, the initial aggregate Certificate Principal

Balance and, for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated

Classes of Certificates.

<TABLE>

Initial Aggregate

Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

----------- ----------------- ----------------- ----------------

Class A-1A Variable(2) $ 600,936,000.00 March 25, 2035

Class A-1B Variable(2) $ 66,769,000.00 March 25, 2035

Class M-1 Variable(2) $ 29,049,000.00 March 25, 2035

Class M-2 Variable(2) $ 26,524,000.00 March 25, 2035

Class M-3 Variable(2) $ 16,419,000.00 March 25, 2035

Class M-4 Variable(2) $ 14,314,000.00 March 25, 2035

Class M-5 Variable(2) $ 13,472,000.00 March 25, 2035

Class M-6 Variable(2) $ 13,051,000.00 March 25, 2035

Class M-7 Variable(2) $ 10,946,000.00 March 25, 2035

Class M-8 Variable(2) $ 10,525,000.00 March 25, 2035

Class M-9 Variable(2) $ 5,894,000.00 March 25, 2035

Class M-10 Variable(2) $ 6,315,000.00 March 25, 2035

Class M-11 Variable(2) $ 8,420,000.00 March 25, 2035

Class CE Interest Variable(2)(3) $ 19,365,046.57 March 25, 2035

Class P Interest N/A(4) $ 100.00 March 25, 2035

Class SWAP-IO Interest N/A(5) N/A(5) March 25, 2035

</TABLE>

----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each Class of

Certificates.

(2) Calculated in accordance with the definition of "Pass-Through Rate"

herein.

(3) The Class CE Interest shall accrue interest at its variable

Pass-Through Rate on the Notional Amount of the Class CE Interest

outstanding from time to time which shall equal the Uncertificated

Balance of the REMIC II Regular Interests (other than REMIC II Regular

Interest II-LTP). The Class CE Interest shall not accrue interest on

its Uncertificated Balance.

(4) The Class P Interest shall not accrue interest.

(5) The Class SWAP-IO Interests will not have a Pass-Through Rate or a

Certificate Principal Balance, but will be entitled to 100% of amounts

distributed on REMIC II Regular Interest II-LT1SWAP.

<PAGE>

REMIC IV

--------

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the Class CE Interest as a REMIC for

federal income tax purposes, and such segregated pool of assets shall be

designated as "REMIC IV." The Class R-IV Interest shall evidence the sole class

of "residual interests" in REMIC IV for purposes of the REMIC Provisions under

federal income tax law. The following table irrevocably sets forth the

designation, the Pass-Through Rate, the initial aggregate Certificate Principal

Balance and, for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated Class

of Certificates.

<TABLE>

Initial Aggregate

Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

----------- ----------------- ----------------- ----------------

Class CE Certificates Variable(2) $ 19,365,046.51 March 25, 2035

</TABLE>

----------

1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for the Class CE

Certificates.

(2) The Class CE Certificates shall receive 100% of amounts received in

respect of the Class CE Interest.

<PAGE>

REMIC V

-------

As provided herein, the Trustee shall make an election to

treat the segregated pool of assets consisting of the Class P Interest as a

REMIC for federal income tax purposes, and such segregated pool of assets shall

be designated as "REMIC V." The Class R-V Interest represents the sole class of

"residual interests" in REMIC V for purposes of the REMIC Provisions. The

following table irrevocably sets forth the designation, the Pass-Through Rate,

the initial aggregate Certificate Principal Balance and, for purposes of

satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible

maturity date" for the indicated Class of Certificates.

<TABLE>

Initial Aggregate

Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

----------- ----------------- ----------------- ----------------

Class P Certificates Variable(2) $ 100.00 March 25, 2035

</TABLE>

----------

1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for the Class P

Certificates.

(2) The Class P Certificates shall receive 100% of amounts received in

respect of the Class P Interest.

As of the Cut-off Date, the Mortgage Loans had an aggregate

Scheduled Principal Balance equal to $841,999,046.51.

In consideration of the mutual agreements herein contained,

the Depositor, the Servicer and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms.

Whenever used in this Agreement, including, without

limitation, in the Preliminary Statement hereto, the following words and

phrases, unless the context otherwise requires, shall have the meanings

specified in this Article. Unless otherwise specified, all calculations

described herein shall be made on the basis of a 360-day year consisting of

twelve 30-day months and all calculations on each Regular Interest shall be made

on the basis of a 360-day year and the actual number of days in the month.

"Accrued Certificate Interest": With respect to any Class of

Certificates (other than the Class P Certificates and the Residual Certificates)

and each Distribution Date, interest accrued during the related Interest Accrual

Period at the Pass-Through Rate for such Certificate for such Distribution Date

on the Certificate Principal Balance, in the case of the Adjustable-Rate

Certificates, or on the Notional Amount, in the case of the Class CE

Certificates, of such Certificate immediately prior to such Distribution Date.

The Class P Certificates are not entitled to distributions in respect of

interest and, accordingly, shall not accrue interest. All distributions of

interest on the Adjustable-Rate Certificates shall be calculated on the basis of

a 360-day year and the actual number of days in the applicable Interest Accrual

Period. All distributions of interest on the Class CE Certificates shall be

based on a 360-day year consisting of twelve 30-day months. Accrued Certificate

Interest with respect to each Distribution Date, as to any Class A Certificate

or Mezzanine Certificate, shall be reduced by an amount equal to the portion

allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a)

the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date

to the extent not covered by payments pursuant to Section 4.03(e) or allocated

to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate

amount of any Relief Act Interest Shortfall, if any, for such Distribution Date

not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued

Certificate Interest with respect to each Distribution Date and any Class CE

Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any,

allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b)

Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates

pursuant to Section 1.02 hereof and (c) an amount equal to the portion of

Realized Losses, if any, allocable to interest on the Class CE Certificate

pursuant to Section 4.04 hereof.

"Adjustable-Rate Certificates": The Class A Certificates and

the Mezzanine Certificates.

"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans

identified on the Mortgage Loan Schedule as having a Mortgage Rate that is

subject to adjustment.

"Adjustment Date": With respect to each Adjustable-Rate

Mortgage Loan, the first day of the month in which the Mortgage Rate of such

Mortgage Loan changes pursuant to the related Mortgage Note. The first

Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage

Loan is set forth in the Mortgage Loan Schedule.

<PAGE>

"Advance": As to any Mortgage Loan or REO Property, any

advance made by the Servicer or a successor Servicer in respect of any

Distribution Date representing the aggregate of all payments of principal and

interest, net of the Servicing Fee, that were due during the related Due Period

on the Mortgage Loans and that were delinquent on the related Determination

Date, plus certain amounts representing assumed payments not covered by any

current net income on the Mortgaged Properties acquired by foreclosure or deed

in lieu of foreclosure as determined pursuant to Section 4.03.

"Affiliate": With respect to any specified Person, any other

Person controlling or controlled by or under common control with such specified

Person. For the purposes of this definition, "control," when used with respect

to any specified Person, means the power to direct the management and policies

of such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise, and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Allocated Realized Loss Amount": With respect to any

Distribution Date and any Class of Mezzanine Certificates, the sum of (i) the

Realized Losses allocated to such Class of Certificates on such Distribution

Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of

Certificates remaining undistributed from the previous Distribution Date,

reduced by the amount of the increase in the Certificate Principal Balance of

such Class of Certificates due to the receipt of Subsequent Recoveries as

provided in Section 4.01.

"Applicable Regulations": As to any Mortgage Loan, all

federal, state and local laws, statutes, rules and regulations applicable

thereto.

"Assignment": An assignment of Mortgage, notice of transfer or

equivalent instrument, in recordable form (excepting therefrom if applicable,

the mortgage recordation information which has not been returned by the

applicable recorder's office and/or the assignee's name), which is sufficient

under the laws of the jurisdiction wherein the related Mortgaged Property is

located to reflect of record the sale of the Mortgage.

"Available Funds": With respect to any Distribution Date, an

amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in

the Collection Account and Distribution Account as of the close of business on

the related Determination Date, including any Subsequent Recoveries, (b) the

aggregate of any amounts received in respect of an REO Property withdrawn from

any REO Account and deposited in the Distribution Account for such Distribution

Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in

the Distribution Account by the Servicer for such Distribution Date pursuant to

Section 4.03 and (d) the aggregate of any Advances made by the Servicer for such

Distribution Date pursuant to Section 4.03, reduced (to not less than zero) by

(2) the sum of (x) the portion of the amount described in clause (1)(a) above

that represents (i) Monthly Payments on the Mortgage Loans received from a

Mortgagor on or prior to the Determination Date but due during any Due Period

subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage

Loans received after the related Prepayment Period (together with any interest

payments received with such

<PAGE>

Principal Prepayments to the extent they represent the payment of interest

accrued on the Mortgage Loans during a period subsequent to the end of the prior

calendar month), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent

Recoveries received in respect of the Mortgage Loans after the related

Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the

Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to Section 3.05,

Section 3.06 or Section 7.01 or otherwise payable in respect of Extraordinary

Trust Fund Expenses, (v) the Custodian Fee payable from the Distribution Account

pursuant to Section 8.05, (vi) amounts deposited in the Collection Account or

the Distribution Account in error and (vii) the amount of any Prepayment Charges

collected by the Servicer and the amount of any Servicer Prepayment Charge

Payment Amounts and (y) any Net Swap Payment or Swap Termination Payment owed to

the Swap Provider.

"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11

of the United States Code), as amended.

"Bankruptcy Loss": With respect to any Mortgage Loan, a

Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

"Book-Entry Certificate": Any Certificate registered in the

name of the Depository or its nominee. Initially, the Book-Entry Certificates

shall be the Class A Certificates and the Mezzanine Certificates.

"Book-Entry Custodian": The custodian appointed pursuant to

Section 5.01.

"Business Day": Any day other than a Saturday, a Sunday or a

day on which banking or savings and loan institutions in the State of

California, the State of New Jersey, the State of New York, the State of Texas

or in any city in which the Corporate Trust Office of the Trustee is located,

are authorized or obligated by law or executive order to be closed.

"Certificate": Any one of the Depositor's Asset-Backed

Pass-Through Certificates, Series 2005-WLL1, Class A-1A, Class A-1B, Class M-1,

Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,

Class M-9, Class M-10, Class M-11, Class CE, Class P, Class R and Class R-X,

issued under this Agreement.

"Certificate Factor": With respect to any Class of Regular

Certificates as of any Distribution Date, a fraction, expressed as a decimal

carried to six places, the numerator of which is the Certificate Principal

Balance (or the Notional Amount, in the case of the Class CE Certificates) of

such Class of Certificates on such Distribution Date (after giving effect to any

distributions of principal and allocations of Realized Losses in reduction of

the Certificate Principal Balance (or the Notional Amount, in the case of the

Class CE Certificates) of such Class of Certificates to be made on such

Distribution Date), and the denominator of which is the initial aggregate

Certificate Principal Balance (or the Notional Amount, in the case of the Class

CE Certificates) of such Class of Certificates as of the Closing Date.

"Certificateholder" or "Holder": The Person in whose name a

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or a Non-United States Person shall not be a Holder of

a Residual Certificate for any purposes hereof and, solely

<PAGE>

for the purposes of giving any consent pursuant to this Agreement, any

Certificate registered in the name of the Depositor or the Seller or any

Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to

which it is entitled shall not be taken into account in determining whether the

requisite percentage of Voting Rights necessary to effect any such consent has

been obtained, except as otherwise provided in Section 11.01. The Trustee and

the NIMS Insurer may conclusively rely upon a certificate of the Depositor or

the Seller in determining whether a Certificate is held by an Affiliate thereof.

All references herein to "Holders" or "Certificateholders" shall reflect the

rights of Certificate Owners as they may indirectly exercise such rights through

the Depository and participating members thereof, except as otherwise specified

herein; provided, however, that the Trustee and the NIMS Insurer shall be

required to recognize as a "Holder" or "Certificateholder" only the Person in

whose name a Certificate is registered in the Certificate Register.

"Certificate Margin": With respect to each Adjustable-Rate

Certificate and, for purposes of the Marker Rate, the specified REMIC II Regular

Interest, as follows:

REMIC II Regular Certificate Margin

Class Interest (1) (%) (2) (%)

----- -------- ------- -------

A-1A II-LTA1A 0.320 0.640

A-1B II-LTA1B 0.260 0.520

M-1 II-LTM1 0.420 0.630

M-2 II-LTM2 0.450 0.675

M-3 II-LTM3 0.490 0.735

M-4 II-LTM4 0.640 0.960

M-5 II-LTM5 0.690 1.035

M-6 II-LTM6 0.740 1.110

M-7 II-LTM7 1.300 1.950

M-8 II-LTM8 1.400 2.100

M-9 II-LTM9 2.050 3.075

M-10 II-LTM10 2.500 3.750

M-11 II-LTM11 2.500 3.750

----------

(1) For the Interest Accrual Period for each Distribution Date on or prior

to the Optional Termination Date.

(2) For the Interest Accrual Period for each Distribution Date after the

Optional Termination Date.

"Certificate Owner": With respect to a Book-Entry Certificate,

the Person who is the beneficial owner of such Certificate as reflected on the

books of the Depository or on the books of a Depository Participant or on the

books of an indirect participating brokerage firm for which a Depository

Participant acts as agent.

"Certificate Principal Balance": With respect to each Class A

Certificate, Mezzanine Certificate or Class P Certificate as of any date of

determination, the Certificate Principal Balance of such Certificate on the

Distribution Date immediately prior to such date of determination plus, with

respect to each Mezzanine Certificate, any increase in the Certificate Principal

Balance of such Certificate pursuant to Section 4.01 due to the receipt of

Subsequent Recoveries minus all distributions allocable to principal made

thereon on such Distribution Date and, in the case of a Mezzanine Certificate,

Realized Losses allocated thereto on such immediately prior Distribution Date

(or, in the case of any date of determination up to and including the first

Distribution Date, the initial Certificate Principal Balance of such

Certificate, as stated on the face thereof). With respect to each Class CE

Certificate as of any date of

<PAGE>

determination, an amount equal to the Percentage Interest evidenced by such

Certificate times the excess, if any, of (A) the then aggregate Uncertificated

Balance of the REMIC II Regular Interests over (B) the then aggregate

Certificate Principal Balance of the Class A Certificates, the Mezzanine

Certificates and the Class P Certificates then outstanding.

"Certificate Register" and "Certificate Registrar": The

"Class": Collectively, all of the Certificates bearing the

same class designation.

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

and the Class A-1B Certificates.

"Class A-1A Certificate": Any one of the Class A-1A

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1

and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

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

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2

and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class CE Certificate": Any one of the Class CE Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-20 and

evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.

"Class CE Interest": An uncertificated interest in the Trust

Fund held by the Trustee on behalf of the Holders of the Class CE Certificates,

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-1 Certificate": Any one of the Class M-1 Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-9 and

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-1 Principal Distribution Amount": With respect to any

Distribution Date, an amount, not less than zero, equal to the lesser of (I) the

Certificate Principal Balance of the Class M-1 Certificates immediately prior to

such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate

Certificate Principal Balance of the Class A Certificates (after taking into

account the payment of the Senior Principal Distribution Amount on such

Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1

Certificates immediately prior to such Distribution Date over (y) the lesser of

(A) the product of (i) 65.50% and (ii) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period (after giving

effect to scheduled payments of principal due during the related Due Period, to

the extent received or advanced, and unscheduled collections of principal

received during the related

<PAGE>

Prepayment Period) and (B) the aggregate Stated Principal Balance of the

Mortgage Loans as of the last day of the related Due Period (after giving effect

to scheduled payments of principal due during the related Due Period, to the

extent received or advanced, and unscheduled collections of principal received

during the related Prepayment Period) minus $4,210,001.47.

"Class M-2 Certificate": Any one of the Class M-2 Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-10 and

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-2 Principal Distribution Amount": With respect to any

Distribution Date, an amount, not less than zero, equal to the lesser of (I) the

Certificate Principal Balance of the Class M-2 Certificates immediately prior to

such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate

Certificate Principal Balance of the Class A Certificates (after taking into

account the payment of the Senior Principal Distribution Amount on such

Distribution Date), (ii) the Certificate Principal Balance of the Class M-1

Certificates (after taking into account the payment of the Class M-1 Principal

Distribution Amount on such Distribution Date) and (iii) the Certificate

Principal Balance of the Class M-2 Certificates immediately prior to such

Distribution Date over (y) the lesser of (A) the product of (i) 71.80% and (ii)

the aggregate Stated Principal Balance of the Mortgage Loans as of the last day

of the related Due Period (after giving effect to scheduled payments of

principal due during the related Due Period, to the extent received or advanced,

and unscheduled collections of principal received during the related Prepayment

Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as

of the last day of the related Due Period (after giving effect to scheduled

payments of principal due during the related Due Period, to the extent received

or advanced, and unscheduled collections of principal received during the

related Prepayment Period) minus $4,210,001.47.

"Class M-3 Certificate": Any one of the Class M-3 Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-11 and

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-3 Principal Distribution Amount": With respect to any

Distribution Date, an amount, not less than zero, equal to the lesser of (I) the

Certificate Principal Balance of the Class M-3 Certificates immediately prior to

such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate

Certificate Principal Balance of the Class A Certificates (after taking into

account the payment of the Senior Principal Distribution Amount on such

Distribution Date), (ii) the Certificate Principal Balance of the Class M-1

Certificates (after taking into account the payment of the Class M-1 Principal

Distribution Amount on such Distribution Date), (iii) the Certificate Principal

Balance of the Class M-2 Certificates (after taking into account the payment of

the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)

the Certificate Principal Balance of the Class M-3 Certificates immediately

prior to such Distribution Date over (y) the lesser of (A) the product of (i)

75.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as

of the last day of the related Due Period (after giving effect to scheduled

payments of principal due during the related Due Period, to the extent received

or advanced, and unscheduled collections of principal received during the

related Prepayment Period) and (B) the aggregate Stated Principal Balance of the

Mortgage Loans as of the last day

<PAGE>

of the related Due Period (after giving effect to scheduled payments of

principal due during the related Due Period, to the extent received or advanced,

and unscheduled collections of principal received during the related Prepayment

Period) minus $4,210,001.47.

"Class M-4 Certificate": Any one of the Class M-4 Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-12 and

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-4 Principal Distribution Amount": With respect to any

Distribution Date, an amount, not less than zero, equal to the lesser of (I) the

Certificate Principal Balance of the Class M-4 Certificates immediately prior to

such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate

Certificate Principal Balance of the Class A Certificates (after taking into

account the payment of the Senior Principal Distribution Amount on such

Distribution Date), (ii) the Certificate Principal Balance of the Class M-1

Certificates (after taking into account the payment of the Class M-1 Principal

Distribution Amount on such Distribution Date), (iii) the Certificate Principal

Balance of the Class M-2 Certificates (after taking into account the payment of

the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the

Certificate Principal Balance of the Class M-3 Certificates (after taking into

account the payment of the Class M-3 Principal Distribution Amount on such

Distribution Date) and (v) the Certificate Principal Balance of the Class M-4

Certificates immediately prior to such Distribution Date over (y) the lesser of

(A) the product of (i) 79.10% and (ii) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period (after giving

effect to scheduled payments of principal due during the related Due Period, to

the extent received or advanced, and unscheduled collections of principal

received during the related Prepayment Period) and (B) the aggregate Stated

Principal Balance of the Mortgage Loans as of the last day of the related Due

Period (after giving effect to scheduled payments of principal due during the

related Due Period, to the extent received or advanced, and unscheduled

collections of principal received during the related Prepayment Period) minus

$4,210,001.47.

"Class M-5 Certificate": Any one of the Class M-5 Certificates

executed by the Trustee and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-13 and

evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class M-5 Principal Distribution Amount": With respect to any

Distribution Date, an amount, not less than zero, equal to the lesser of (I) the

Certificate Principal Balance of the Class M-5 Certificates immediately prior to