POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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PARK PLACE SECURITIES, INC. | HOMEQ SERVICING CORPORATION | WELLS FARGO BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/11/2005
Law Firm: HomEq Servicing Corporation;Wells Fargo Bank, N.A.,

PARK PLACE SECURITIES, INC.

Depositor

HOMEQ SERVICING CORPORATION

Master Servicer

and

WELLS FARGO BANK, N.A.

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2005

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Asset-Backed Pass-Through Certificates

Series 2005-WHQ1

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TABLE OF CONTENTS

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SECTION PAGE

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ARTICLE I

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

SECTION 1.01. Defined Terms......................................................................9

SECTION 1.02. Allocation of Certain Interest Shortfalls.........................................76

SECTION 1.03. Rights of the NIMS Insurer........................................................78

ARTICLE II

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

SECTION 2.01. Conveyance of Mortgage Loans......................................................79

SECTION 2.02. Acceptance of REMIC I by the Trustee..............................................81

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

Payment of Prepayment Charge Payment Amounts......................................83

SECTION 2.04. [Reserved]........................................................................86

SECTION 2.05. Representations, Warranties and Covenants of the Master Servicer..................86

SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I Interest..............88

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

and REMIC IV by the Trustee.......................................................88

SECTION 2.08. Issuance of Class R Certificates and Class R-X Certificates.......................90

ARTICLE III

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

SECTION 3.01. Master Servicer to Act as Master Servicer.........................................91

SECTION 3.02. Collection of Certain Mortgage Loan Payments......................................93

SECTION 3.03. [Reserved]........................................................................94

SECTION 3.04. Collection Account, Escrow Account and Distribution Account.......................94

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

Distribution Account..............................................................98

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

REO Account and the Distribution Account.......................................101

SECTION 3.07. Payment of Taxes, Insurance and Other Charges....................................102

SECTION 3.08. Maintenance of Hazard Insurance..................................................103

SECTION 3.09. Maintenance of Mortgage Blanket Insurance........................................104

SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance....................................104

SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements........................104

SECTION 3.12. Realization Upon Defaulted Mortgage Loans........................................105

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SECTION 3.13. Title, Management and Disposition of REO Property................................107

SECTION 3.14. [Reserved].......................................................................111

SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged Properties...................111

SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans....................................111

SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files..................................111

SECTION 3.18. Servicing Compensation...........................................................113

SECTION 3.19. Statement as to Compliance.......................................................113

SECTION 3.20. Independent Public Accountants' Servicing Report.................................114

SECTION 3.21. Access to Certain Documentation..................................................114

SECTION 3.22. [Reserved].......................................................................115

SECTION 3.23. Advance Facility.................................................................115

ARTICLE IV

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

SECTION 4.01. Distributions....................................................................117

SECTION 4.02. Statements to Certificateholders.................................................131

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

Respect of Prepayment Interest Shortfalls........................................134

SECTION 4.04. Allocation of Realized Losses....................................................136

SECTION 4.05. Compliance with Withholding Requirements.........................................139

SECTION 4.06. Commission Reporting.............................................................140

SECTION 4.07. Reserved.........................................................................141

SECTION 4.08. Reserved.........................................................................141

SECTION 4.09. Swap Account.....................................................................141

SECTION 4.10. Net WAC Rate Carryover Reserve Account...........................................142

ARTICLE V

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

SECTION 5.01. The Certificates.................................................................144

SECTION 5.02. Registration of Transfer and Exchange of Certificates............................146

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................................151

SECTION 5.04. Persons Deemed Owners............................................................151

SECTION 5.05. Certain Available Information....................................................152

ARTICLE VI

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

SECTION 6.01. Liability of the Depositor and the Master Servicer...............................153

SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer..................153

SECTION 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.........153

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SECTION 6.04. Limitation on Resignation of the Master Servicer.................................154

SECTION 6.05. Rights of the Depositor in Respect of the Master Servicer........................155

SECTION 6.06. Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers...........155

SECTION 6.07. Successor Sub-Servicers..........................................................156

SECTION 6.08. Liability of the Master Servicer.................................................157

SECTION 6.09. No Contractual Relationship Between Sub-Servicers and the NIMS

Insurer, the Trustee or Certificateholders....................................157

SECTION 6.10. Assumption or Termination of Sub-Servicing Agreements by Trustee.................157

SECTION 6.11. Sub-Servicing Accounts...........................................................158

ARTICLE VII

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

SECTION 7.01. Master Servicer Events of Default................................................159

SECTION 7.02. Trustee to Act; Appointment of Successor.........................................161

SECTION 7.03. Notification to Certificateholders...............................................163

SECTION 7.04. Waiver of Master Servicer Events of Default......................................163

ARTICLE VIII

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

SECTION 8.01. Duties of Trustee................................................................164

SECTION 8.02. Certain Matters Affecting the Trustee............................................165

SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage Loans........................166

SECTION 8.04. Trustee May Own Certificates....................................................167

SECTION 8.05. Trustee's Fees and Expenses......................................................167

SECTION 8.06. Eligibility Requirements for Trustee.............................................168

SECTION 8.07. Resignation and Removal of the Trustee...........................................168

SECTION 8.08. Successor Trustee................................................................169

SECTION 8.09. Merger or Consolidation of Trustee...............................................169

SECTION 8.10. Appointment of Co-Trustee or Separate Trustee....................................170

SECTION 8.11. Appointment of Custodians........................................................171

SECTION 8.12. Appointment of Office or Agency..................................................171

SECTION 8.13. Representations and Warranties of the Trustee....................................171

ARTICLE IX

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

SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans.................173

SECTION 9.02. Additional Termination Requirements..............................................175

iii

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ARTICLE X

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

SECTION 10.01. REMIC Administration.............................................................176

SECTION 10.02. Prohibited Transactions and Activities...........................................179

SECTION 10.03. Master Servicer and Trustee Indemnification......................................179

ARTICLE XI

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

SECTION 11.01. Amendment........................................................................180

SECTION 11.02. Recordation of Agreement; Counterparts...........................................181

SECTION 11.03. Limitation on Rights of Certificateholders.......................................182

SECTION 11.04. Governing Law....................................................................182

SECTION 11.05. Notices..........................................................................182

SECTION 11.06. Severability of Provisions.......................................................183

SECTION 11.07. Notice to Rating Agencies and the NIMS Insurer...................................183

SECTION 11.08. Article and Section References...................................................184

SECTION 11.09. Grant of Security Interest.......................................................184

SECTION 11.10. Third Party Rights...............................................................185

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Exhibits

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

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

Exhibit A-3 Form of Class A-2A Certificate

Exhibit A-4 Form of Class A-2B Certificate

Exhibit A-5 Form of Class A-3A Certificate

Exhibit A-6 Form of Class A-3B Certificate

Exhibit A-7 Form of Class A-3C Certificate

Exhibit A-8 Form of Class A-3D Certificate

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 [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

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This Pooling and Servicing Agreement, is dated and effective

as of February 1, 2005, among PARK PLACE SECURITIES, INC., as Depositor, HOMEQ

SERVICING CORPORATION, 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 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

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As provided herein, the Trustee shall elect to treat the

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

related assets (other than any Master Servicer Prepayment Charge Payment

Amounts, the 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.

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REMIC I Initial Latest Possible

Designation Remittance Rate Uncertificated Balance Maturity Date(1)

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

I-LT1 Variable(2) $ 51.11 February 25, 2035

I-LT2 Variable(2) $ 102.80 February 25, 2035

I-LT3 Variable(2) $ 127.07 February 25, 2035

I-LT1SWAP1 Variable(2) $ 7,318,281.15 February 25, 2035

I-LT1SWAP2 Variable(2) $ 9,442,161.98 February 25, 2035

I-LT1SWAP3 Variable(2) $ 11,562,851.81 February 25, 2035

I-LT1SWAP4 Variable(2) $ 13,664,263.53 February 25, 2035

I-LT1SWAP5 Variable(2) $ 15,729,721.18 February 25, 2035

I-LT1SWAP6 Variable(2) $ 17,742,125.35 February 25, 2035

I-LT1SWAP7 Variable(2) $ 19,684,136.86 February 25, 2035

I-LT1SWAP8 Variable(2) $ 21,538,377.54 February 25, 2035

I-LT1SWAP9 Variable(2) $ 23,271,692.17 February 25, 2035

I-LT1SWAP10 Variable(2) $ 24,421,668.09 February 25, 2035

I-LT1SWAP11 Variable(2) $ 25,426,737.60 February 25, 2035

I-LT1SWAP12 Variable(2) $ 24,384,820.04 February 25, 2035

I-LT1SWAP13 Variable(2) $ 23,386,049.80 February 25, 2035

I-LT1SWAP14 Variable(2) $ 22,428,625.93 February 25, 2035

I-LT1SWAP15 Variable(2) $ 21,510,823.10 February 25, 2035

I-LT1SWAP16 Variable(2) $ 20,630,988.35 February 25, 2035

I-LT1SWAP17 Variable(2) $ 19,787,538.12 February 25, 2035

I-LT1SWAP18 Variable(2) $ 18,978,955.28 February 25, 2035

I-LT1SWAP19 Variable(2) $ 18,203,786.31 February 25, 2035

I-LT1SWAP20 Variable(2) $ 17,473,755.60 February 25, 2035

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I-LT1SWAP21 Variable(2) $ 16,758,798.37 February 25, 2035

I-LT1SWAP22 Variable(2) $ 16,609,278.49 February 25, 2035

I-LT1SWAP23 Variable(2) $ 49,048,232.99 February 25, 2035

I-LT1SWAP24 Variable(2) $ 193,022,144.89 February 25, 2035

I-LT1SWAP25 Variable(2) $ 10,814,449.29 February 25, 2035

I-LT1SWAP26 Variable(2) $ 9,493,420.73 February 25, 2035

I-LT1SWAP27 Variable(2) $ 4,448,432.21 February 25, 2035

I-LT1SWAP28 Variable(2) $ 4,275,662.37 February 25, 2035

I-LT1SWAP29 Variable(2) $ 4,109,988.98 February 25, 2035

I-LT1SWAP30 Variable(2) $ 3,951,105.50 February 25, 2035

I-LT1SWAP31 Variable(2) $ 3,798,719.17 February 25, 2035

I-LT1SWAP32 Variable(2) $ 3,652,550.41 February 25, 2035

I-LT1SWAP33 Variable(2) $ 3,552,557.25 February 25, 2035

I-LT1SWAP34 Variable(2) $ 3,375,813.33 February 25, 2035

I-LT1SWAP35 Variable(2) $ 3,454,847.38 February 25, 2035

I-LT1SWAP36 Variable(2) $ 27,450,913.17 February 25, 2035

I-LT1SWAP37 Variable(2) $ 1,788,825.40 February 25, 2035

I-LT1SWAP38 Variable(2) $ 1,734,896.06 February 25, 2035

I-LT1SWAP39 Variable(2) $ 1,682,582.41 February 25, 2035

I-LT1SWAP40 Variable(2) $ 1,631,836.30 February 25, 2035

I-LT1SWAP41 Variable(2) $ 1,582,610.97 February 25, 2035

I-LT1SWAP42 Variable(2) $ 1,534,861.08 February 25, 2035

I-LT1SWAP43 Variable(2) $ 1,488,542.60 February 25, 2035

I-LT1SWAP44 Variable(2) $ 1,443,612.86 February 25, 2035

I-LT1SWAP45 Variable(2) $ 1,400,030.40 February 25, 2035

I-LT1SWAP46 Variable(2) $ 1,357,755.06 February 25, 2035

I-LT1SWAP47 Variable(2) $ 1,316,747.79 February 25, 2035

I-LT1SWAP48 Variable(2) $ 1,276,970.78 February 25, 2035

I-LT1SWAP49 Variable(2) $ 1,238,387.30 February 25, 2035

I-LT1SWAP50 Variable(2) $ 1,200,961.71 February 25, 2035

I-LT1SWAP51 Variable(2) $ 1,164,659.46 February 25, 2035

I-LT1SWAP52 Variable(2) $ 37,002,392.09 February 25, 2035

I-LT2SWAP1 Variable(2) $ 4,978,514.84 February 25, 2035

I-LT2SWAP2 Variable(2) $ 6,423,358.52 February 25, 2035

I-LT2SWAP3 Variable(2) $ 7,866,031.41 February 25, 2035

I-LT2SWAP4 Variable(2) $ 9,295,589.69 February 25, 2035

I-LT2SWAP5 Variable(2) $ 10,700,688.98 February 25, 2035

I-LT2SWAP6 Variable(2) $ 12,069,696.78 February 25, 2035

I-LT2SWAP7 Variable(2) $ 13,390,817.54 February 25, 2035

I-LT2SWAP8 Variable(2) $ 14,652,229.14 February 25, 2035

I-LT2SWAP9 Variable(2) $ 15,831,376.60 February 25, 2035

I-LT2SWAP10 Variable(2) $ 16,613,687.64 February 25, 2035

I-LT2SWAP11 Variable(2) $ 17,297,421.08 February 25, 2035

I-LT2SWAP12 Variable(2) $ 16,588,620.48 February 25, 2035

I-LT2SWAP13 Variable(2) $ 15,909,172.35 February 25, 2035

I-LT2SWAP14 Variable(2) $ 15,257,851.52 February 25, 2035

I-LT2SWAP15 Variable(2) $ 14,633,484.28 February 25, 2035

I-LT2SWAP16 Variable(2) $ 14,034,946.14 February 25, 2035

I-LT2SWAP17 Variable(2) $ 13,461,159.84 February 25, 2035

I-LT2SWAP18 Variable(2) $ 12,911,093.28 February 25, 2035

I-LT2SWAP19 Variable(2) $ 12,383,757.68 February 25, 2035

I-LT2SWAP20 Variable(2) $ 11,887,128.94 February 25, 2035

I-LT2SWAP21 Variable(2) $ 11,400,754.46 February 25, 2035

I-LT2SWAP22 Variable(2) $ 11,299,038.38 February 25, 2035

I-LT2SWAP23 Variable(2) $ 33,366,763.46 February 25, 2035

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I-LT2SWAP24 Variable(2) $ 131,310,015.86 February 25, 2035

I-LT2SWAP25 Variable(2) $ 7,356,904.61 February 25, 2035

I-LT2SWAP26 Variable(2) $ 6,458,229.07 February 25, 2035

I-LT2SWAP27 Variable(2) $ 3,026,200.46 February 25, 2035

I-LT2SWAP28 Variable(2) $ 2,908,667.78 February 25, 2035

I-LT2SWAP29 Variable(2) $ 2,795,962.70 February 25, 2035

I-LT2SWAP30 Variable(2) $ 2,687,876.70 February 25, 2035

I-LT2SWAP31 Variable(2) $ 2,584,210.61 February 25, 2035

I-LT2SWAP32 Variable(2) $ 2,484,774.23 February 25, 2035

I-LT2SWAP33 Variable(2) $ 2,416,750.42 February 25, 2035

I-LT2SWAP34 Variable(2) $ 2,296,514.23 February 25, 2035

I-LT2SWAP35 Variable(2) $ 2,350,279.88 February 25, 2035

I-LT2SWAP36 Variable(2) $ 18,674,436.79 February 25, 2035

I-LT2SWAP37 Variable(2) $ 1,216,910.59 February 25, 2035

I-LT2SWAP38 Variable(2) $ 1,180,223.28 February 25, 2035

I-LT2SWAP39 Variable(2) $ 1,144,635.11 February 25, 2035

I-LT2SWAP40 Variable(2) $ 1,110,113.30 February 25, 2035

I-LT2SWAP41 Variable(2) $ 1,076,626.06 February 25, 2035

I-LT2SWAP42 Variable(2) $ 1,044,142.54 February 25, 2035

I-LT2SWAP43 Variable(2) $ 1,012,632.79 February 25, 2035

I-LT2SWAP44 Variable(2) $ 982,067.77 February 25, 2035

I-LT2SWAP45 Variable(2) $ 952,419.29 February 25, 2035

I-LT2SWAP46 Variable(2) $ 923,660.02 February 25, 2035

I-LT2SWAP47 Variable(2) $ 895,763.40 February 25, 2035

I-LT2SWAP48 Variable(2) $ 868,703.71 February 25, 2035

I-LT2SWAP49 Variable(2) $ 842,455.95 February 25, 2035

I-LT2SWAP50 Variable(2) $ 816,995.90 February 25, 2035

I-LT2SWAP51 Variable(2) $ 792,300.03 February 25, 2035

I-LT2SWAP52 Variable(2) $ 25,172,161.95 February 25, 2035

I-LT3SWAP1 Variable(2) $ 6,154,591.68 February 25, 2035

I-LT3SWAP2 Variable(2) $ 7,940,751.44 February 25, 2035

I-LT3SWAP3 Variable(2) $ 9,724,227.60 February 25, 2035

I-LT3SWAP4 Variable(2) $ 11,491,491.09 February 25, 2035

I-LT3SWAP5 Variable(2) $ 13,228,517.62 February 25, 2035

I-LT3SWAP6 Variable(2) $ 14,920,926.76 February 25, 2035

I-LT3SWAP7 Variable(2) $ 16,554,136.48 February 25, 2035

I-LT3SWAP8 Variable(2) $ 18,113,531.92 February 25, 2035

I-LT3SWAP9 Variable(2) $ 19,571,229.92 February 25, 2035

I-LT3SWAP10 Variable(2) $ 20,538,346.66 February 25, 2035

I-LT3SWAP11 Variable(2) $ 21,383,598.76 February 25, 2035

I-LT3SWAP12 Variable(2) $ 20,507,357.87 February 25, 2035

I-LT3SWAP13 Variable(2) $ 19,667,403.40 February 25, 2035

I-LT3SWAP14 Variable(2) $ 18,862,220.75 February 25, 2035

I-LT3SWAP15 Variable(2) $ 18,090,358.95 February 25, 2035

I-LT3SWAP16 Variable(2) $ 17,350,427.87 February 25, 2035

I-LT3SWAP17 Variable(2) $ 16,641,095.77 February 25, 2035

I-LT3SWAP18 Variable(2) $ 15,961,086.74 February 25, 2035

I-LT3SWAP19 Variable(2) $ 15,309,178.41 February 25, 2035

I-LT3SWAP20 Variable(2) $ 14,695,230.84 February 25, 2035

I-LT3SWAP21 Variable(2) $ 14,093,959.90 February 25, 2035

I-LT3SWAP22 Variable(2) $ 13,968,215.37 February 25, 2035

I-LT3SWAP23 Variable(2) $ 41,249,009.23 February 25, 2035

I-LT3SWAP24 Variable(2) $ 162,329,440.85 February 25, 2035

I-LT3SWAP25 Variable(2) $ 9,094,829.54 February 25, 2035

I-LT3SWAP26 Variable(2) $ 7,983,859.47 February 25, 2035

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I-LT3SWAP27 Variable(2) $ 3,741,081.18 February 25, 2035

I-LT3SWAP28 Variable(2) $ 3,595,783.70 February 25, 2035

I-LT3SWAP29 Variable(2) $ 3,456,454.25 February 25, 2035

I-LT3SWAP30 Variable(2) $ 3,322,835.04 February 25, 2035

I-LT3SWAP31 Variable(2) $ 3,194,679.86 February 25, 2035

I-LT3SWAP32 Variable(2) $ 3,071,753.59 February 25, 2035

I-LT3SWAP33 Variable(2) $ 2,987,660.47 February 25, 2035

I-LT3SWAP34 Variable(2) $ 2,839,020.84 February 25, 2035

I-LT3SWAP35 Variable(2) $ 2,905,487.57 February 25, 2035

I-LT3SWAP36 Variable(2) $ 23,085,907.52 February 25, 2035

I-LT3SWAP37 Variable(2) $ 1,504,381.93 February 25, 2035

I-LT3SWAP38 Variable(2) $ 1,459,027.96 February 25, 2035

I-LT3SWAP39 Variable(2) $ 1,415,032.78 February 25, 2035

I-LT3SWAP40 Variable(2) $ 1,372,355.87 February 25, 2035

I-LT3SWAP41 Variable(2) $ 1,330,957.93 February 25, 2035

I-LT3SWAP42 Variable(2) $ 1,290,800.81 February 25, 2035

I-LT3SWAP43 Variable(2) $ 1,251,847.49 February 25, 2035

I-LT3SWAP44 Variable(2) $ 1,214,062.09 February 25, 2035

I-LT3SWAP45 Variable(2) $ 1,177,409.74 February 25, 2035

I-LT3SWAP46 Variable(2) $ 1,141,856.65 February 25, 2035

I-LT3SWAP47 Variable(2) $ 1,107,370.00 February 25, 2035

I-LT3SWAP48 Variable(2) $ 1,073,917.99 February 25, 2035

I-LT3SWAP49 Variable(2) $ 1,041,469.71 February 25, 2035

I-LT3SWAP50 Variable(2) $ 1,009,995.21 February 25, 2035

I-LT3SWAP51 Variable(2) $ 979,465.43 February 25, 2035

I-LT3SWAP52 Variable(2) $ 31,118,593.26 February 25, 2035

I-LTP Variable(2) $ 100.00 February 25, 2035

</TABLE>

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(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>

REMIC II Initial Latest Possible

Designation Remittance Rate Uncertificated Balance Maturity Date(1)

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

II-LTAA Variable(2) $ 980,000,136.93 February 25, 2035

II-LTA1A Variable(2) $ 2,500,320.00 February 25, 2035

II-LTA1B Variable(2) $ 625,080.00 February 25, 2035

II-LTA2A Variable(2) $ 1,700,930.00 February 25, 2035

II-LTA2B Variable(2) $ 425,230.00 February 25, 2035

II-LTA3A Variable(2) $ 1,022,860.00 February 25, 2035

II-LTA3B Variable(2) $ 1,119,315.00 February 25, 2035

II-LTA3C Variable(2) $ 223,420.00 February 25, 2035

II-LTA3D Variable(2) $ 262,845.00 February 25, 2035

II-LTM1 Variable(2) $ 150,000.00 February 25, 2035

II-LTM2 Variable(2) $ 470,000.00 February 25, 2035

II-LTM3 Variable(2) $ 160,000.00 February 25, 2035

II-LTM4 Variable(2) $ 210,000.00 February 25, 2035

II-LTM5 Variable(2) $ 170,000.00 February 25, 2035

II-LTM6 Variable(2) $ 110,000.00 February 25, 2035

II-LTM7 Variable(2) $ 155,000.00 February 25, 2035

II-LTM8 Variable(2) $ 80,000.00 February 25, 2035

II-LTM9 Variable(2) $ 125,000.00 February 25, 2035

II-LTM10 Variable(2) $ 135,000.00 February 25, 2035

II-LTM11 Variable(2) $ 115,000.00 February 25, 2035

II-LTZZ Variable(2) $ 10,240,002.79 February 25, 2035

II-LTP Variable(2) $ 100.00 February 25, 2035

II-1SUB Variable(2) $ 16,817.00 February 25, 2035

II-1GRP Variable(2) $ 79,325.01 February 25, 2035

II-2SUB Variable(2) $ 11,440.39 February 25, 2035

II-2GRP Variable(2) $ 53,963.59 February 25, 2035

II-3SUB Variable(2) $ 14,142.64 February 25, 2035

II-3GRP Variable(2) $ 66,711.44 February 25, 2035

II-XX Variable(2) $ 999,757,739.65 February 25, 2035

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

II-LT2SWAP Variable(2) (3) February 25, 2035

II-LT3SWAP Variable(2) (3) February 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, REMIC II Regular Interest II-LT2SWAP

and REMIC II Regular Interest II-LT3SWAP 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 Latest Possible

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

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

Class A-1A Variable(2) $ 500,064,000.00 February 25, 2035

Class A-1B Variable(2) $ 125,016,000.00 February 25, 2035

Class A-2A Variable(2) $ 340,186,000.00 February 25, 2035

Class A-2B Variable(2) $ 85,046,000.00 February 25, 2035

Class A-3A Variable(2) $ 204,572,000.00 February 25, 2035

Class A-3B Variable(2) $ 223,863,000.00 February 25, 2035

Class A-3C Variable(2) $ 44,684,000.00 February 25, 2035

Class A-3D Variable(2) $ 52,569,000.00 February 25, 2035

Class M-1 Variable(2) $ 30,000,000.00 February 25, 2035

Class M-2 Variable(2) $ 94,000,000.00 February 25, 2035

Class M-3 Variable(2) $ 32,000,000.00 February 25, 2035

Class M-4 Variable(2) $ 42,000,000.00 February 25, 2035

Class M-5 Variable(2) $ 34,000,000.00 February 25, 2035

Class M-6 Variable(2) $ 22,000,000.00 February 25, 2035

Class M-7 Variable(2) $ 31,000,000.00 February 25, 2035

Class M-8 Variable(2) $ 16,000,000.00 February 25, 2035

Class M-9 Variable(2) $ 25,000,000.00 February 25, 2035

Class M-10 Variable(2) $ 27,000,000.00 February 25, 2035

Class M-11 Variable(2) $ 23,000,000.00 February 25, 2035

Class CE Interest Variable(2)(3) $ 48,000,279.44 February 25, 2035

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

Class SWAP-IO Interest N/A(5) N/A(5) February 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, REMIC II Regular

Interest II-LT2SWAP and REMIC II Regular Interest II-LT3SWAP.

<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 Principal Latest Possible

Designation Pass-Through Rate Balance Maturity Date(1)

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

Class CE Certificates Variable(2) $ 48,000,279.44 February 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 Principal Latest Possible

Designation Pass-Through Rate Balance Maturity Date(1)

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

Class P Certificates Variable(2) $100.00 February 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 Group I Mortgage Loans had an

aggregate Scheduled Principal Balance equal to $793,250,097.72, the Group II

Mortgage Loans had an aggregate Scheduled Principal Balance equal to

$539,635,920.88 and the Group III Mortgage Loans had an aggregate Scheduled

Principal Balance equal to $667,114,360.84.

In consideration of the mutual agreements herein contained,

the Depositor, the Master 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 Master Servicer or a successor Master Servicer in respect of

any Distribution Date representing the aggregate of all payments of principal

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

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

Determination Date, plus certain amounts representing assumed payments not

covered by any current net income on the Mortgaged Properties acquired by

foreclosure or deed in lieu of foreclosure as determined pursuant to Section

4.03.

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

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Allocated Realized Loss Amount": With respect to any

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

Realized Losses allocated to such Class of Certificates on such Distribution

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

Certificates remaining undistributed from the previous Distribution Date,

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

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

provided in Section 4.01.

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

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

thereto.

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

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

the mortgage recordation information which has not been returned by the

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

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

located to reflect of record the sale of the Mortgage.

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

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

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

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

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

any REO Account and deposited in the Distribution Account for such 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 and (d) the aggregate of any Advances made by the

Master 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

<PAGE>

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 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, 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-WHQ1, Class A-1A, Class A-1B, Class A-2A,

Class A-2B, Class A-3A, Class A-3B, Clas A-3C, Class A-3D, 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

<PAGE>

States Person shall not be a Holder of a Residual Certificate for any purposes

hereof and, solely for the purposes of giving any consent pursuant to this

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

or any Affiliate thereof shall be deemed not to be outstanding and the Voting

Rights to which it is entitled shall not be taken into account in determining

whether the requisite percentage of Voting Rights necessary to effect any such

consent has been obtained, except as otherwise provided in Section 11.01. The

Trustee and the NIMS Insurer may conclusively rely upon a certificate of the

Depositor or the Seller in determining whether a Certificate is held by an

Affiliate thereof. All references herein to "Holders" or "Certificateholders"

shall reflect the rights of Certificate Owners as they may indirectly exercise

such rights through the Depository and participating members thereof, except as

otherwise specified herein; provided, however, that the Trustee and the NIMS

Insurer shall be required to recognize as a "Holder" or "Certificateholder" only

the Person in whose name a Certificate is registered in the Certificate

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

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

Interest, as follows:

<TABLE>

REMIC II Regular

Class Interest Certificate Margin

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

(1) (%) (2) (%)

A-1A II-LTA1A 0.310 0.620

A-1B II-LTA1B 0.280 0.560

A-2A II-LTA2A 0.270 0.540

A-2B II-LTA2B 0.320 0.640

A-3A II-LTA3A 0.110 0.220

A-3B II-LTA3B 0.230 0.460

A-3C II-LTA3C 0.360 0.720

A-3D II-LTA3D 0.320 0.640

M-1 II-LTM1 0.440 0.660

M-2 II-LTM2 0.500 0.750

M-3 II-LTM3 0.550 0.825

M-4 II-LTM4 0.720 1.080

M-5 II-LTM5 0.750 1.125

M-6 II-LTM6 0.780 1.170

M-7 II-LTM7 1.250 1.875

M-8 II-LTM8 1.350 2.025

M-9 II-LTM9 2.200 3.300

M-10 II-LTM10 2.500 3.750

M-11 II-LTM11 2.500 3.750

</TABLE>

----------

(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

<PAGE>

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 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,

the Class A-1B Certificates, the Class A-2A Certificates, the Class A-2B

Certificates, the Class A-3A Certificates, the Class A-3B Certificates, the

Class A-3C Certificates and the Class A-3D Certificates.

"Class A Principal Distribution Amount": With respect to any

Distribution Date, an amount equal to the sum of (i) the Senior Group I

Principal Distribution Amount, (ii) the Senior Group II Principal Distribution

Amount and (iii) the Senior Group III Principal Distribution Amount.

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

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3

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

Provisions.

"Class A-2B Certificate": Any one of the Class A-2B

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4

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

Provisions.

<PAGE>

"Class A-3A Certificate": Any one of the Class A-3A

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5

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

Provisions.

"Class A-3B Certificate": Any one of the Class A-3B

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6

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

Provisions.

"Class A-3C Certificate": Any one of the Class A-3C

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-7

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

Provisions.

"Class A-3D Certificate": Any one of the Class A-3D

Certificates executed by the Trustee and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-8

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

Provisions.

"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 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) 60.60% 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

<PAGE>

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

unscheduled collections of principal received during the related Prepayment

Period) minus $10,000,001.90.

"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 Class A Principal Distribution Amount on such

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

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

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

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

Distribution Date over (y) the lesser of (A) the product of (i) 70.00% and (ii)

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

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

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

and unscheduled collections of principal received during the related Prepayment

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

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

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

or advanced, and unscheduled collections of principal received during the

related Prepayment Period) minus $10,000,001.90.

"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 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)

73.20% 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

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

collections of principal received during the related Prepayment Period) minus

$10,000,001.90.

"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 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) 77.40% and (ii) the aggregate Stated Principal Balance of

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

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

the extent received or advanced, and unscheduled collections of principal

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

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

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

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

collections of principal received during the related Prepayment Period) minus

$10,000,001.90.

"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