m019exhibitstopsa


EXECUTION COPY




EXHIBIT A-1




FORM OF CLASS A CERTIFICATE




CLASS [     ]-A[__][__] CERTIFICATE




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




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




Certificate No.:

[

]




Cut-Off Date:

July 1, 2005




First Distribution Date:

August 19, 2005




Initial Certificate Principal

Balance of this Certificate

(“Denomination”):

$[

]




Original Class Certificate

Principal Balance of this

Class:

$[

]




Percentage Interest:

[

]%




Pass-Through Rate:

Variable




CUSIP:

[___________]




Class:

[___]-A[____][____]




Assumed Final Distribution Date:

[___________]



DSLA Mortgage Loan Trust 2005-AR5,

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Class [__]A-[__][__]




evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from others by




GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.




Principal in respect of this Certificate is distributable monthly as set forth herein and in the Agreement.  Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.




This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”) and as custodian (the “Custodian”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.




This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Certificate Registrar.



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




Dated:  August ___, 2005




DEUTSCHE BANK NATIONAL TRUST

COMPANY,

not in its individual capacity,

but solely as Trustee










By  













This is one of the Certificates

referenced in the within-mentioned Agreement










By ________________________________________

Authorized Signatory of

Wells Fargo Bank, N.A.

as Certificate Registrar












EXECUTION COPY

EXHIBIT A-2




FORM OF CLASS X CERTIFICATE




CLASS X-[   ] CERTIFICATE




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




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










Certificate No.:

[

]




Cut-Off Date:

July 1, 2005




First Distribution Date:

August 19, 2005




Initial Certificate Notional

Amount of this Certificate

(“Denomination”):

$[

]




Original Class Certificate

Notional Amount of this

Class:

$[

]




Percentage Interest:

[

]%




Pass-Through Rate:

Variable




CUSIP:

[___________]




Class:

X-[   ]




Assumed Final Distribution Date:

[___________]



DSLA Mortgage Loan Trust 2005-AR5,

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Class X-[   ]




evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from others by




GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.




This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.




This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Notional Amount) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”) and as custodian (the “Custodian”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.




This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Certificate Registrar.






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




Dated:  August ___, 2005




DEUTSCHE BANK NATIONAL TRUST

COMPANY,

not in its individual capacity,

but solely as Trustee










By  ___________________________










This is one of the Certificates

referenced in the within-mentioned Agreement










By ________________________________________

Authorized Signatory of

Wells Fargo Bank, N.A.

as Certificate Registrar









EXHIBIT A-3




FORM OF CLASS PO CERTIFICATE




CLASS PO CERTIFICATE




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




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










Certificate No.:

[

]




Cut-Off Date:

July 1, 2005




First Distribution Date:

August 19, 2005




Initial Certificate Principal

Balance of this Certificate

(“Denomination”):

$[

]




Original Class Certificate

Principal Balance of this

Class:

$[

]




Percentage Interest:

[

]%




Pass-Through Rate:

N/A




CUSIP:

[___________]




Class:

PO




Assumed Final Distribution Date:

[___________]



DSLA Mortgage Loan Trust 2005-AR5,

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Class PO




evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from others by




GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.




Principal in respect of this Certificate is distributable monthly as set forth herein and in the Agreement.  Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.




This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Notional Amount) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”) and as custodian (the “Custodian”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.




This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Certificate Registrar.






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




Dated:  August ___, 2005




DEUTSCHE BANK NATIONAL TRUST

COMPANY, 

not in its individual capacity,

but solely as Trustee










By  ______________________________










This is one of the Certificates

referenced in the within-mentioned Agreement










By ________________________________________

Authorized Signatory of

Wells Fargo Bank, N.A.,

as Certificate Registrar


















EXHIBIT B




FORM OF RESIDUAL CERTIFICATE




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




[For Class A-R-II Only:]  THIS CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE INTEREST.  THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED IN THE AGREEMENT.




NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.




NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.




Certificate No.:

1




Cut-Off Date:

July 1, 2005




First Distribution Date:

August 19, 2005




Initial Certificate Principal 

Balance of this Certificate:

$100




Original Class Certificate 




Principal Balance of this 




Class:

$100







Percentage Interest:

100%




Pass-Through Rate:

Net WAC




CUSIP:

[________________]




Class:

[A-R] [A-R-II]




Assumed Final Distribution Date:

[____________]



DSLA Mortgage Loan Trust 2005-AR5

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Class [A-R] [A-R-II]




evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from others by




GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.




This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.




This certifies that _________________________ is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”) and as custodian (the “Custodian”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




Any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Corporate Trust Office of the Certificate Registrar or the office or agency maintained by the Certificate Registrar.




No transfer of this Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Certificate Registrar and in substantially the form attached to the Agreement, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”), nor a person acting for, or on behalf of, any such Plan, or (ii) if this Certificate has been the subject of an ERISA qualifying underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of Counsel in accordance with the provisions of the Agreement.  Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of a Plan without the opinion of counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect.




Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee and the Certificate Registrar of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee and the Certificate Registrar as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee.  The Securities Administrator will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest in this Certificate in violation of the restrictions mentioned above.




Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.




This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Certificate Registrar.






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




Dated:  August ___, 2005




DEUTSCHE BANK NATIONAL TRUST

COMPANY, 

not in its individual capacity,

but solely as Trustee










By  ______________________________










This is one of the Certificates

referenced in the within-mentioned Agreement










By ________________________________________

Authorized Signatory of

Wells Fargo Bank, N.A.,

as Certificate Registrar






EXHIBIT C - 1




FORM OF SUBORDINATE CERTIFICATE




CLASS B-[      ] CERTIFICATE




[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [Applicable to Book-Entry Certificates only; delete for Physical Certificates]




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




[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (A) (1) UNLESS SUCH TRANSFER IS MADE TO A QUALIFIED INSTITUTIONAL BUYER IN RELIANCE UPON RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR (2) UNLESS SUCH TRANSFER IS MADE TO AN ACCREDITED INVESTOR IN RELIANCE UPON RULE 501 (C)(1), (2), (3) OR (7) OF THE 1933 ACT (IN EACH CASE AS EVIDENCED BY AN INVESTMENT LETTER DELIVERED TO THE CERTIFICATE REGISTRAR, IN SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT AND, IF SO REQUIRED BY THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, A WRITTEN OPINION OF COUNSEL (WHICH MAY BE IN-HOUSE COUNSEL) ACCEPTABLE TO AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, STATING THAT SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION (INCLUDING A DESCRIPTION OF THE APPLICABLE EXEMPTION AND THE BASIS THEREFOR) FROM THE 1933 ACT OR STATING THAT SUCH TRANSFER IS BEING MADE PURSUANT TO THE 1933 ACT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR) OR (B) UNLESS THE TRANSFEROR SHALL HAVE EXECUTED A TRANSFEROR CERTIFICATE (IN SUBSTANTIALLY THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT) AND THE TRANSFEREE SHALL HAVE EXECUTED AN INVESTMENT LETTER (IN SUBSTANTIALLY THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT) ACCEPTABLE TO AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE DEPOSITOR AND THE CERTIFICATE REGISTRAR CERTIFYING TO THE DEPOSITOR AND THE CERTIFICATE REGISTRAR THE FACTS SURROUNDING SUCH TRANSFER, WHICH INVESTMENT LETTER SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR.]  [APPLICABLE TO CLASS B-5, CLASS B-6 AND CLASS B-7 CERTIFICATES THAT ARE PHYSICAL CERTIFICATES ONLY; DELETE FOR CLASS B-1, CLASS B-2 AND CLASS B-3, CLASS B-4 CERTIFICATES AND CLASS B-5, CLASS B-6 AND CLASS B-7 CERTIFICATES THAT ARE BOOK-ENTRY CERTIFICATES]




[IF THE RATING OF THIS CERTIFICATE IS BELOW INVESTMENT GRADE AT THE TIME OF ITS ACQUISITION, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]  [Applicable to Class B-5, Class B-6 and Class B-7 Certificates that are Physical Certificates only; Delete for Class B-1, Class B-2 and Class B-3, Class B-4 Certificates and Class B-5, Class B-6 and Class B-7 Certificates that are Book-Entry Certificates]




[THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (I) IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (II) IF THE RATING OF THIS CERTIFICATE IS BELOW INVESTMENT GRADE AT THE TIME OF ITS ACQUISITION, (A) SUCH HOLDER IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PERSON ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN OR ARRANGEMENT TO EFFECT SUCH TRANSFER, (B) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, SUCH HOLDER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY THE HOLDER WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.]  [Applicable to Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates that are Book-Entry Certificates only; delete for Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and Class B-5, Class B-6 and Class B-7 Certificates that are Physical Certificates]




THIS CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.




Certificate No.:

[

]




Cut-Off Date:

July 1, 2005




First Distribution Date:

August 19, 2005




Initial Certificate Principal

Balance of this Certificate

(“Denomination”):

$[

]




Original Class Certificate

Principal Balance of this

Class:

$[

]




Percentage Interest:

[

]%




Pass-Through Rate:

Variable




CUSIP:

[________________]




Class:

B-[    ]




Assumed Final Distribution Date:

[_____________]



DSLA Mortgage Loan Trust 2005-AR5,

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Class B-[      ]




evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from others by 




GREENWICH CAPITAL ACCEPTANCE INC., as Depositor.




Principal in respect of this Certificate is distributable monthly as set forth herein and in the Agreement.  Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.




This certifies that [CEDE & CO.] [Applicable to Book-Entry Certificates only] [_________________________] [Applicable to Physical Certificates only] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”) and as custodian (the “Custodian”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




If the rating of this Certificate is below investment grade at the time of its acquisition, no transfer of this Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Certificate Registrar and in substantially the form attached to the Agreement, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”), nor a person acting for, or on behalf of, any such Plan, or (ii) if this Certificate has been the subject of an ERISA qualifying underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of Counsel in accordance with the provisions of the Agreement.  Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of a Plan without the opinion of counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect.  [Applicable to Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates that are Book-Entry Certificates only; delete for Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and Class B-5, Class B-6 and Class B-7 Certificates that are Physical Certificates]




Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.




This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Certificate Registrar.









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




Dated:  August ___, 2005




DEUTSCHE BANK NATIONAL TRUST

COMPANY,

not in its individual capacity,

but solely as Trustee










By  ______________________________










This is one of the Certificates

referenced in the within-mentioned Agreement










By ________________________________________

Authorized Signatory of

Wells Fargo Bank, N.A.

as Certificate Registrar
































EXHIBIT D




[RESERVED]






EXHIBIT E






FORM OF REVERSE OF THE CERTIFICATES




DSLA MORTGAGE LOAN TRUST 2005-AR5

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5

Reverse Certificate




This Certificate is one of a duly authorized issue of Certificates designated as DSLA Mortgage Loan Trust 2005-AR5, DSLA Mortgage Pass-Through Certificates, Series 2005-AR5 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.




The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that neither the Securities Administrator nor the Trustee is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.




This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.




Pursuant to the terms of the Agreement, distributions will be made on the 19th day of each month, or if the 19th day is not a Business Day, then on the next succeeding Business Day (the “Distribution Date”), commencing on the Distribution Date in August 2005, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.




Distributions on this Certificate shall be made, (i) in the case of a Physical Certificate, by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or, upon the request of a Certificateholder, by wire transfer as set forth in the Agreement and (ii) in the case of a Book-Entry Certificate, to the Depository, which shall credit the amounts of such distributions to the accounts of its Depository Participants in accordance with its normal procedures.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Certificate Registrar specified in the notice to Certificateholders of such final distribution.




The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights of the Certificateholders under the Agreement at any time, by the Depositor, the Seller, the Trustee and Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.




As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Certificate Registrar accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.




[Subject to the terms of the Agreement, each Class of Book-Entry Certificates will be registered as being held by the Depository or its nominee and beneficial interests will be held by Certificate Owners through the book-entry facilities of the Depository or its nominee in minimum denominations of $25,000 and integral dollar multiples of $1 in excess thereof, in the case of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class PO,  Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and $100,000 and integral dollar multiples of $1 in excess thereof, in the case of the Class X-1, Class X-2, Class B-5, Class B-6 and Class B-7 Certificates, except that one Certificate of each such Class of Certificates may be in a different denomination.  [Applicable to Book-Entry Certificates only; delete for Physical Certificates.]




[The Class [A-R] [A-R-II] are each issuable as a single certificate in physical form only in a Percentage Interest of 100%.]  [Applicable to Class A-R and Class A-R-II Certificates only.]




[The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.]  [Applicable to Physical Certificates only; delete for Book-Entry Certificates.]




No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.




The Depositor, the Seller, the Trustee, the Securities Administrator, the Master Servicer and the Certificate Registrar and any agent of the Depositor, the Seller, the Trustee, the Securities Administrator, the Master Servicer and the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Seller, the Trustee, the Securities Administrator, the Master Servicer and the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary.




On any Distribution Date on which the aggregate of the Stated Principal Balances of the Mortgage Loans immediately after such date is equal to or less than 5% of the Cut-Off Date Aggregate Principal Balance, the Servicer may, subject to certain conditions set forth in the Pooling and Servicing Agreement, direct the Servicer to (i) purchase all of the Mortgage Loans and the other property of the trust when the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period is equal to or less than 5% of the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the Cut-Off Date and (ii) terminate the Trust




Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.






ASSIGNMENT




FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

____________________________________________________________________________________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of assignee)




the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.




I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: _____________________________________________________________________________.




Dated: _____________




                                                            

Signature by or on behalf of assignor






DISTRIBUTION INSTRUCTIONS




The assignee should include the following for purposes of distribution:




Distributions shall be made, by wire transfer or otherwise, in immediately available funds to____________________________________________________________________________

______________________________________________________________________________

for the account of_______________________________________________________________,

account number ________________________, or, if mailed by check, to ___________________ 

______________________________________________________________________________

Applicable statements should be mailed to ___________________________________________ 

_____________________________________________________________________________.




This information is provided by _____________________________________________,

the assignee named above, or _____________________________________________________,

as its agent.  



EXHIBIT F




REQUEST FOR RELEASE




                               

Date




[Addressed to Trustee

or, if applicable, custodian]




In connection with the administration of the mortgages held by you as [Trustee] [Custodian, on behalf of the Trustee] under a certain Pooling and Servicing Agreement dated as of July 1, 2005 among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Deutsche Bank National Trust Company, as Trustee and Custodian and Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator (the “Pooling and Servicing Agreement”), the undersigned Servicer hereby requests a release of the Mortgage File held by you as [Trustee] [Custodian, on behalf of the Trustee] with respect to the following described Mortgage Loan for the reason indicated below.




Mortgagor’s Name:




Address:




Loan No.:




Reason for requesting file:




1.

Mortgage Loan paid in full. (The Servicer hereby certifies that all amounts received in connection with the loan have been or will be credited to the Distribution Account pursuant to the Pooling and Servicing Agreement.)




2.

The Mortgage Loan is being foreclosed.




3.

Mortgage Loan substituted. (The Servicer hereby certifies that a Qualified Substitute Mortgage Loan has been assigned and delivered to you along with the related Mortgage File pursuant to the Pooling and Servicing Agreement.)




4.

Mortgage Loan repurchased. (The Servicer hereby certifies that the Purchase Price has been credited to the Distribution Account pursuant to the Pooling and Servicing Agreement.)




5.

Other. (Describe)




The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you).




Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.




_____________________________________

[Name of Servicer]




By:__________________________________

Name:

Title: Servicing Officer






EXHIBIT G-1




FORM OF RECEIPT OF MORTGAGE NOTE




RECEIPT OF MORTGAGE NOTE




Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830







Re:

DSLA Mortgage Loan Trust 2005-AR5

Mortgage Pass-Through Certificates, Series 2005-AR5 







Ladies and Gentlemen:




Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of July 1, 2005, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge receipt of an original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2.










DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee










By:                                                       

Name:

Title:










Dated:  






EXHIBIT 1




MORTGAGE LOAN SCHEDULE




[On file with McKee Nelson LLP]






EXHIBIT 2




EXCEPTIONS REPORT




[On file with McKee Nelson LLP]






EXHIBIT G-2




FORM OF INTERIM CERTIFICATION OF TRUSTEE




INTERIM CERTIFICATION OF TRUSTEE




[Date]







	


Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

	 


	


Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

	 










Re:

DSLA Mortgage Loan Trust 2005-AR5

Mortgage Pass-Through Certificates, Series 2005-AR5




Ladies and Gentlemen:




In accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of July 1, 2005 (the “Pooling and Servicing Agreement”), among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Deutsche Bank National Trust Company, as Trustee and Custodian, the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule):




(i)

all documents required to be delivered to the Trustee (or to the Custodian, on behalf of the Trustee) pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession;




(ii)

such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan;




(iii)

based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects the information set forth in the Mortgage File; and




(iv)

the Trustee has verified that it is listed as the beneficial owner of the MERS Loan on the MERS system.




Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan.




The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.










DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee




By  ______________________________

Name:

Title:






EXHIBIT G-3




FORM OF FINAL CERTIFICATION OF TRUSTEE




FINAL CERTIFICATION OF TRUSTEE




[Date]

	


Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

	 







	Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

	 










Re:

DSLA Mortgage Loan Trust 2005-AR5

Mortgage Pass-Through Certificates, Series 2005-AR5




Ladies and Gentlemen:




In accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of July 1, 2005 (the “Pooling and Servicing Agreement”), among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Deutsche Bank National Trust Company, as Trustee and Custodian, the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed in the attached schedule) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement.




Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii) and (iii) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately reflects the information set forth in each Mortgage File.




The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.










DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee




By  ______________________________

Name:

Title:






EXHIBIT H




FORM OF LOST NOTE AFFIDAVIT




Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says:  Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit.




On _______________, 200__, _________________________ did execute and deliver a promissory note in the principal amount of $__________.




That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made.  The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note.




The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of DSLA Mortgage Loan Trust 2005-AR5, DSLA Mortgage Pass-Through Certificates, Series 2005-AR5, to accept the transfer of the above-described mortgage loan from the Seller.




The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold each of them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced.







By:  __________________________________

        __________________________________









	STATE OF 

	)

	 


	 

	)

	Ss:


	COUNTY OF

	)

	 










On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true.




Witness my hand and Notarial Seal this ____ day of _______ 20__.




_______________________________

_______________________________




My commission expires _______________.












EXHIBIT I-1




FORM OF ERISA REPRESENTATION

(RESIDUAL CERTIFICATES)




 [Date]




Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5










Re:  DSLA Mortgage Loan Trust 2005-AR5, 

DSLA Mortgage Pass-Through Certificates, Series 

2005-AR5, Class [A-R] [A-R-II]________________







Ladies and Gentlemen:




1.

The undersigned is the ______________________ of _________________ (the “Transferee”), a [corporation duly organized] and existing under the laws of __________, on behalf of which she makes this affidavit.




2. 

The Transferee either (x) is not an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”) nor a person acting for, or on behalf of, any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Servicer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar, the Servicer, the Master Servicer, the Securities Administrator, the Depositor or the Trust.




3.

The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Trustee have received a certificate from such transferee in the form hereof.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.




IN WITNESS WHEREOF, the Transferee has executed this certificate.










_________________________________

[Transferee]




By:______________________________

    Name:

    Title:






EXHIBIT I-2




FORM OF ERISA REPRESENTATION

(FOR ERISA-RESTRICTED CERTIFICATES)




[Date]




Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5







Re:  DSLA Mortgage Loan Trust 2005-AR5 

DSLA Mortgage Pass-Through Certificates, 

Series 2005-AR5, [ERISA-Restricted Certificates]  










Ladies and Gentlemen:




1.

The undersigned is the ______________________ of _________________ (the “Transferee”), a [corporation duly organized] and existing under the laws of __________, on behalf of which s/he makes this affidavit.




2.

The Transferee either (x) is not an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”) nor a person acting for, or on behalf of, any such Plan to effect the transfer; (y) if a Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60; or (z) in the case of a Certificate shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer, the Master Servicer, the Securities Administrator or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar, the Servicer, the Depositor, the Master Servicer, the Securities Administrator or the Trust.




3.

The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of July 1, 2005 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Trustee have received a certificate from such transferee in the form hereof.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.




IN WITNESS WHEREOF, the Transferee has executed this certificate.










_________________________________

[Transferee]




By:______________________________

    Name:

    Title:



EXHIBIT J-1




FORM OF INVESTMENT LETTER [NON-RULE 144A]




[Date]







Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5










Re:  

DSLA Mortgage Loan Trust 2005-AR5 

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5  







Ladies and Gentlemen:




In connection with our acquisition of the above-captioned Certificates, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (f) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (f) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.




Very truly yours,




[NAME OF TRANSFEREE]




By:                                                            

  Authorized Officer






EXHIBIT J-2




FORM OF RULE 144A INVESTMENT LETTER







[Date]




Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5







Re:  

DSLA Mortgage Loan Trust 2005-AR5 

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5  




Ladies and Gentlemen:




In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (c) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, and (d) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2.  We are aware that the sale to us is being made in reliance on Rule 144A.  We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.




Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.




Very truly yours,




[NAME OF TRANSFEREE]







By:                                                            

  Authorized Officer






ANNEX 1 TO EXHIBIT J




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees Other Than Registered Investment Companies]




The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:




i.

As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.




ii.

In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $            1

 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.




___

Corporation, etc.  The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.




___

Bank.  The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.




___

Savings and Loan.  The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority 

________________________

1

Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.

1

Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.



having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.




___

Broker-dealer.  The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.




___

Insurance Company.  The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.




___

State or Local Plan.  The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.




___

ERISA Plan.  The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.




___

Investment Advisor.  The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.




___

Small Business Investment Company.  Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.




___

Business Development Company.  Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.




iii.

The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.




iv.

For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published.  If clause (ii) in the preceding sentence applies, the securities may be valued at market.  Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction.  However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.




v.

The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.




vi.

Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase.  In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.




                                                           

Print Name of Buyer




By:                                                       

   Name:

   Title:




Date:                                                     



ANNEX 2 TO EXHIBIT J




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees That are Registered Investment Companies]




The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:




1.

As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.




2.

In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year.  For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published.  If clause (ii) in the preceding sentence applies, the securities may be valued at market.




___

The Buyer owned $             in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).




___

The Buyer is part of a Family of Investment Companies which owned in the aggregate $          in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).




3.

The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).




4.

The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.




5.

The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A.  In addition, the Buyer will only purchase for the Buyer’s own account.




6.

Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein.  Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.




                                                                  

Print Name of Buyer or Adviser




By:                                                            

   Name:

   Title:




IF AN ADVISER:




                                                                

Print Name of Buyer




Date:                                                         






EXHIBIT K




FORM OF TRANSFEROR CERTIFICATE




[Date]




Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5







Re:  

DSLA Mortgage Loan Trust 2005-AR5 

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5, Class [A-R] [A-R-II]

 







Ladies and Gentlemen:




In connection with our proposed transfer of an Ownership Interest in the Class [A-R] [A-R-II] Certificate, we hereby certify that (a) we have no knowledge that the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Class [A-R] [A-R-II] Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) we have not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax.




Very truly yours,




[_____________________]




By:  ______________________________



EXHIBIT L




TRANSFER AFFIDAVIT FOR CLASS RESIDUAL CERTIFICATES

PURSUANT TO SECTION 6.02(e)




DSLA MORTGAGE LOAN TRUST 2005-AR5

DSLA MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-AR5, CLASS [A-R] [A-R-II]  







	STATE OF 

	)

	 


	 

	)

	ss:


	COUNTY OF

	)

	 







The undersigned, being first duly sworn, deposes and says as follows:




1.

The undersigned is an officer of ______________________, the proposed Transferee of a 100% Ownership Interest in the Class [A-R] [A-R-II] Certificate (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement, (the “Agreement”) dated as of July 1, 2005, relating to the above-referenced Certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and Custodian.  Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Agreement.  The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee.




2.

The Transferee is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee.  The Transferee is acquiring its Ownership Interest for its own account and not in a capacity as trustee, nominee or agent for another party.




3.

The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false.  The Transferee has provided financial statements or other financial information requested by the Transferor in connection with the transfer of the Certificate to permit the Transferor to assess the financial capability of the Transferee to pay such taxes.




4.

The Transferee has been advised of, and understands that a tax may be imposed on a “pass-through entity” holding the Certificate if, at any time during the taxable year of the pass-through entity, a Disqualified Organization is the record holder of an interest in such entity.  The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is not a Disqualified Organization and the pass-through entity does not have actual knowledge that such affidavit is false.  (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.)




5.

The Transferee has reviewed the provisions of Section 6.02(e) of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory sales.  The Transferee expressly agrees to be bound by and to abide by the provisions of Section 6.02(e) of the Agreement and the restrictions noted on the face of the Certificate.  The Transferee understands and agrees that any breach of any of the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void.




6.

The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee.  In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit K to the Agreement (a “Transferor Certificate”).




7.

The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate.




8.

The Transferee’s taxpayer identification number is             .




9.

The Transferee is aware that the Certificate may be a “noneconomic residual interest” within the meaning of the REMIC provisions and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.






IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this       day of                   , 20  .




[NAME OF TRANSFEREE]




By:                                                            

   Name:

   Title:




[Corporate Seal]




ATTEST:




                           

[Assistant] Secretary




Personally appeared before me the above-named              ______, known or proved to me to be the same person who executed the foregoing instrument and to be the                      of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee.




Subscribed and sworn before me this       day of          , 20  .













                                                         

NOTARY PUBLIC




My Commission expires the      day of                 , 20  .









EXHIBIT M




SERVICING AGREEMENT




(On file with McKee Nelson LLP)












EXHIBIT N-1







FORM OF TRANSFER CERTIFICATE

FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY

TO REGULATION S GLOBAL SECURITY

(Transfers pursuant to §§ [    ]

                       of the Pooling and Servicing Agreement)                            




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5




Re:

DSLA Mortgage Loan Trust 2005-AR5 

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5  




Reference is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2005  (the “Pooling and Servicing Agreement”) relating to the above referenced certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and Custodian.  Capitalized terms used but not defined herein shall have the meanings given them in the Pooling and Servicing Agreement.




This letter relates to U.S. $____________________________ aggregate principal amount of Securities which are held in the form of a Restricted Global Security with the Depository in the name of [name of transferor] ___________________________________ (the “Transferor”) to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Security.




In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the private placement memorandum dated June [__], 2005, relating to the Securities and in accordance with Rule 904 of Regulation S, and that:




a.

the offer of the Securities was not made to a person in the United States;




b.

at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States;




c.

no directed selling efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;




d.

the transaction is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”); and




e.

the transferee is not a U.S. Person.




You and the Depositor are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.













                                                            

[Name of Transferor]







By:                                                         

Name:

       Title:




Date:                                   ,       



EXHIBIT N-2




FORM OF TRANSFER CERTIFICATE FOR TRANSFER 

FROM REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY

(Transfers pursuant to §§ [     ]

                          of the Pooling and Servicing Agreement)                          




Wells Fargo Bank, N.A.

6th Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR5




Re:

DSLA Mortgage Loan Trust 2005-AR5

DSLA Mortgage Pass-Through Certificates, Series 2005-AR5  




Reference is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2005  (the “Pooling and Servicing Agreement”) relating to the above referenced certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and Custodian.  Capitalized terms used but not defined herein shall have the meanings given them in the Pooling and Servicing Agreement.




This letter relates to U.S. $____________________________ aggregate principal amount of Securities which are held in the form of a Regulations S Global Security in the name of [name of transferor] ___________________________________ (the “Transferor”) to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Restricted Global Security.




In connection with such request, and in respect of such Securities, the Transferor does hereby certify that such Securities are being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and the private placement memorandum dated June [__], 2005, relating to the Securities and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a transferee that the Transferor reasonably believes is purchasing the Securities for its own account or an account with respect to which the transferee exercises sole investment discretion, the transferee or any such account is a qualified institutional buyer within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.




                                                            

[Name of Transferor]




By:                                                        

Name:

Title:




Date:                            



EXHIBIT O




CERTIFICATE INSURANCE POLICY



SCHEDULE I




MORTGAGE LOAN SCHEDULE




(ON FILE)



SCHEDULE II




YIELD MAINTENANCE PAYMENTS




Class 1-A1A and Class 1-A1B Certificates




	


Distribution Date

	Yield Maintenance Notional Balance

	Strike Rate


	September 2005

	248,546,631.53

	9.34065


	October 2005

	245,124,159.14

	9.67563


	November 2005

	241,748,572.21

	9.38597


	December 2005

	238,419,159.22

	9.72163


	January 2006

	235,135,220.32

	9.42971


	February 2006

	231,896,067.13

	9.45100


	March 2006

	228,701,022.54

	10.48678


	April 2006

	225,549,420.54

	9.49249


	May 2006

	222,440,605.99

	9.82979


	June 2006

	219,373,934.45

	9.53257


	July 2006

	216,348,772.03

	9.87049


	August 2006

	213,364,387.46

	9.57129


	September 2006

	210,371,801.20

	9.59018


	October 2006

	207,420,236.51

	9.92905


	November 2006

	204,509,070.54

	9.62702


	December 2006

	200,767,748.43

	9.96344


	January 2007

	197,086,979.99

	9.65688


	February 2007

	192,845,228.95

	9.66972


	March 2007

	188,682,398.22

	10.71988


	April 2007

	184,597,030.61

	9.69513


	May 2007

	180,587,695.84

	10.03131


	June 2007

	176,652,990.06

	9.71745


	July 2007

	172,791,535.32

	10.05126


	August 2007

	169,001,979.15

	9.73646


	September 2007

	165,282,994.07

	9.74590


	October 2007

	161,633,277.09

	10.08037


	November 2007

	158,051,549.31

	9.76435


	December 2007

	154,536,555.48

	10.09915


	January 2008

	151,087,063.49

	9.78225


	February 2008

	147,701,864.05

	9.79100


	March 2008

	144,379,770.17

	10.47546


	April 2008

	141,119,616.83

	9.80812


	May 2008

	137,920,260.51

	10.14371


	June 2008

	134,780,578.83

	9.82474


	July 2008

	131,699,470.16

	10.16062


	August 2008

	128,675,853.22

	9.84087


	September 2008

	125,708,666.72

	9.84581


	October 2008

	122,796,868.99

	10.17901


	November 2008

	119,939,437.60

	9.85540


	December 2008

	117,135,369.04

	10.18871


	January 2009

	114,383,678.33

	9.86458


	February 2009

	111,683,398.71

	10.28990


	March 2009

	109,033,581.30

	11.00000


	April 2009

	106,988,974.21

	10.28992


	May 2009

	104,982,374.20

	10.63293


	June 2009

	103,013,077.83

	10.28994


	July 2009

	101,080,394.69

	10.63295


	August 2009

	99,183,647.09

	10.28996


	September 2009

	97,322,169.88

	10.28997


	October 2009

	95,495,310.18

	10.63298


	November 2009

	93,702,427.16

	10.28999


	December 2009

	91,942,891.84

	10.63300


	January 2010

	90,216,086.84

	10.29001


	February 2010

	88,521,406.21

	10.29002


	March 2010

	86,858,255.17

	11.00000


	April 2010

	85,226,049.93

	10.29003


	May 2010

	83,624,217.47

	10.63305


	June 2010

	82,052,195.38

	10.29005


	July 2010

	80,509,431.63

	10.63307


	August 2010

	78,995,384.37

	10.29008


	September 2010

	77,509,521.78

	10.29009


	October 2010

	76,051,321.85

	10.63310


	November 2010

	74,620,272.23

	10.29011


	December 2010

	73,215,870.01

	10.63312


	January 2011

	71,837,621.60

	10.29013


	February 2011

	70,485,042.50

	10.29014


	March 2011

	69,157,657.18

	11.00000


	April 2011

	67,854,998.90

	10.29016


	May 2011

	66,576,609.52

	10.63318


	June 2011

	65,322,039.38

	10.29018


	July 2011

	64,090,847.13

	10.63320


	August 2011

	62,882,599.58

	10.29021


	September 2011

	61,696,871.53

	10.29022


	October 2011

	60,533,245.64

	10.63324


	November 2011

	59,391,312.29

	10.29024


	December 2011

	58,270,669.42

	10.63326


	January 2012

	57,170,922.41

	10.29027


	February 2012

	56,091,683.92

	10.29028


	March 2012

	55,032,573.79

	10.99997


	April 2012

	53,993,218.87

	10.29030


	May 2012

	52,973,252.89

	10.63333


	June 2012

	51,972,316.39

	10.29033


	July 2012

	50,990,056.52

	10.63335


	August 2012

	50,026,126.97

	10.29036


	September 2012

	49,080,187.82

	10.29037


	October 2012

	48,151,905.44

	10.63339


	November 2012

	47,240,952.37

	10.29040


	December 2012

	46,347,007.20

	10.63342


	January 2013

	45,469,754.45

	10.29042


	February 2013

	44,608,884.50

	10.29044


	March 2013

	43,764,093.42

	11.00000


	April 2013

	42,935,082.94

	10.29046


	May 2013

	42,121,560.25

	10.63349


	June 2013

	41,323,238.02

	10.29049


	July 2013

	40,539,834.17

	10.63352


	August 2013

	39,771,071.88

	10.29052


	September 2013

	39,016,679.42

	10.29054


	October 2013

	38,276,390.11

	10.63357


	November 2013

	37,549,942.18

	10.29057


	December 2013

	36,837,078.72

	10.63360


	January 2014

	36,137,547.55

	10.29060


	February 2014

	35,451,101.16

	10.29061


	March 2014

	34,777,496.65

	11.00000


	April 2014

	34,116,495.56

	10.29065


	May 2014

	33,467,863.87

	10.63368


	June 2014

	32,831,371.89

	10.29068


	July 2014

	32,206,794.18

	10.63372


	August 2014

	31,593,909.45

	10.29071


	September 2014

	30,992,500.52

	10.29073


	October 2014

	30,402,354.24

	10.63377


	November 2014

	29,823,261.37

	10.29076


	December 2014

	29,255,016.57

	10.63381


	January 2015

	28,697,418.29

	10.29080


	February 2015

	28,150,268.70

	10.29082


	March 2015

	27,613,373.65

	11.00000


	April 2015

	27,086,542.57

	10.29085


	May 2015

	26,569,588.40

	10.63390


	June 2015

	26,062,327.58

	10.29089


	July 2015

	25,564,579.93

	10.63394


	August 2015

	25,076,168.58

	10.29093


	September 2015

	24,596,919.97

	10.29094


	October 2015

	24,126,663.73

	10.63400


	November 2015

	23,665,232.66

	10.29098


	December 2015

	23,212,462.64

	10.63404


	January 2016

	22,768,192.59

	10.29102


	February 2016

	22,332,264.43

	10.29104


	March 2016

	21,904,522.97

	11.00000


	April 2016

	21,484,815.93

	10.29108


	May 2016

	21,072,993.83

	10.63414


	June 2016

	20,668,909.97

	10.29113


	July 2016

	20,272,420.35

	10.63419


	August 2016

	19,883,383.64

	10.29117


	September 2016

	19,501,661.15

	10.29119


	October 2016

	19,127,116.72

	10.63425


	November 2016

	18,759,616.75

	10.29123


	December 2016

	18,399,030.09

	10.63430


	January 2017

	18,045,228.02

	10.29128


	February 2017

	17,698,084.21

	10.29130


	March 2017

	17,357,474.68

	11.00000


	April 2017

	17,023,277.73

	10.29135


	May 2017

	16,695,373.92

	10.63442


	June 2017

	16,373,646.03

	10.29140


	July 2017

	16,057,978.99

	10.63447


	August 2017

	15,748,259.90

	10.29144


	September 2017

	15,444,377.91

	10.29147


	October 2017

	15,146,224.25

	10.63454


	November 2017

	14,853,692.16

	10.29152


	December 2017

	14,566,676.86

	10.63460


	January 2018

	14,285,075.51

	10.29157


	February 2018

	14,008,787.16

	10.29160


	March 2018

	13,737,712.77

	11.00000


	April 2018

	13,471,755.09

	10.29165


	May 2018

	13,210,818.71

	10.63473


	June 2018

	12,954,809.97

	10.29170


	July 2018

	12,703,636.95

	10.63479


	August 2018

	12,457,209.43

	10.29176


	September 2018 

	12,215,438.87

	10.29179


	October 2018 

	11,978,238.37

	10.63488


	November 2018 

	11,745,522.64

	10.29184


	December 2018

	11,517,207.97

	10.63494


	January 2019

	11,293,212.20

	10.29190


	February 2019 and thereafter

	0 

	0.00000












 Class 2-A1A and Class 2-A1B Certificates

	


Distribution Date

	Yield Maintenance Notional Balance

	Strike Rate


	September 2005

	165,697,754.35

	9.26065


	October 2005

	163,416,106.09

	9.59563


	November 2005

	161,165,714.81

	9.30597


	December 2005

	158,946,106.15

	9.64163


	January 2006

	156,756,813.55

	9.34971


	February 2006

	154,597,378.08

	9.37100


	March 2006

	152,467,348.36

	10.40678


	April 2006

	150,366,280.36

	9.41249


	May 2006

	148,293,737.32

	9.74979


	June 2006

	146,249,289.64

	9.45257


	July 2006

	144,232,514.69

	9.79049


	August 2006

	142,242,924.98

	9.49129


	September 2006

	140,247,867.46

	9.51018


	October 2006

	138,280,157.67

	9.84905


	November 2006

	136,339,380.36

	9.54702


	December 2006

	133,845,165.62

	9.88344


	January 2007

	131,391,320.00

	9.57688


	February 2007

	128,563,485.96

	9.58972


	March 2007

	125,788,265.48

	10.63988


	April 2007

	123,064,687.07

	9.61513


	May 2007

	120,391,797.23

	9.95131


	June 2007

	117,768,660.04

	9.63745


	July 2007

	115,194,356.88

	9.97126


	August 2007

	112,667,986.10

	9.65646


	September 2007

	110,188,662.71

	9.66590


	October 2007

	107,755,518.06

	10.00037


	November 2007

	105,367,699.54

	9.68435


	December 2007

	103,024,370.32

	10.01915


	January 2008

	100,724,708.99

	9.70225


	February 2008

	98,467,909.37

	9.71100


	March 2008

	96,253,180.12

	10.39546


	April 2008

	94,079,744.55

	9.72812


	May 2008

	91,946,840.34

	10.06371


	June 2008

	89,853,719.22

	9.74474


	July 2008

	87,799,646.77

	10.08062


	August 2008

	85,783,902.15

	9.76087


	September 2008

	83,805,777.81

	9.76581


	October 2008

	81,864,579.33

	10.09901


	November 2008

	79,959,625.07

	9.77540


	December 2008

	78,090,246.02

	10.10871


	January 2009

	76,255,785.55

	9.78458


	February 2009

	74,455,599.14

	10.20990


	March 2009

	72,689,054.20

	11.00000


	April 2009

	71,325,982.81

	10.20992


	May 2009

	69,988,249.46

	10.55293


	June 2009

	68,675,385.22

	10.20994


	July 2009

	67,386,929.79

	10.55295


	August 2009

	66,122,431.40

	10.20996


	September 2009

	64,881,446.59

	10.20997


	October 2009

	63,663,540.12

	10.55298


	November 2009

	62,468,284.77

	10.20999


	December 2009

	61,295,261.22

	10.55300


	January 2010

	60,144,057.90

	10.21001


	February 2010

	59,014,270.81

	10.21002


	March 2010

	57,905,503.45

	11.00000


	April 2010

	56,817,366.62

	10.21003


	May 2010

	55,749,478.31

	10.55305


	June 2010

	54,701,463.59

	10.21005


	July 2010

	53,672,954.42

	10.55307


	August 2010

	52,663,589.58

	10.21008


	September 2010

	51,673,014.52

	10.21009


	October 2010

	50,700,881.23

	10.55310


	November 2010

	49,746,848.15

	10.21011


	December 2010

	48,810,580.01

	10.55312


	January 2011

	47,891,747.73

	10.21013


	February 2011

	46,990,028.33

	10.21014


	March 2011

	46,105,104.79

	11.00000


	April 2011

	45,236,665.93

	10.21016


	May 2011

	44,384,406.34

	10.55318


	June 2011

	43,548,026.25

	10.21018


	July 2011

	42,727,231.42

	10.55320


	August 2011

	41,921,733.05

	10.21021


	September 2011

	41,131,247.69

	10.21022


	October 2011

	40,355,497.09

	10.55324


	November 2011

	39,594,208.19

	10.21024


	December 2011

	38,847,112.95

	10.55326


	January 2012

	38,113,948.27

	10.21027


	February 2012

	37,394,455.95

	10.21028


	March 2012

	36,688,382.53

	10.91997


	April 2012

	35,995,479.24

	10.21030


	May 2012

	35,315,501.93

	10.55333


	June 2012

	34,648,210.93

	10.21033


	July 2012

	33,993,371.01

	10.55335


	August 2012

	33,350,751.31

	10.21036


	September 2012

	32,720,125.21

	10.21037


	October 2012

	32,101,270.29

	10.55339


	November 2012

	31,493,968.25

	10.21040


	December 2012

	30,898,004.80

	10.55342


	January 2013

	30,313,169.63

	10.21042


	February 2013

	29,739,256.33

	10.21044


	March 2013

	29,176,062.28

	11.00000


	April 2013

	28,623,388.62

	10.21046


	May 2013

	28,081,040.17

	10.55349


	June 2013

	27,548,825.34

	10.21049


	July 2013

	27,026,556.11

	10.55352


	August 2013

	26,514,047.92

	10.21052


	September 2013

	26,011,119.61

	10.21054


	October 2013

	25,517,593.41

	10.55357


	November 2013

	25,033,294.79

	10.21057


	December 2013

	24,558,052.48

	10.55360


	January 2014

	24,091,698.36

	10.21060


	February 2014

	23,634,067.44

	10.21061


	March 2014

	23,184,997.76

	11.00000


	April 2014

	22,744,330.37

	10.21065


	May 2014

	22,311,909.25

	10.55368


	June 2014

	21,887,581.26

	10.21068


	July 2014

	21,471,196.12

	10.55372


	August 2014

	21,062,606.30

	10.21071


	September 2014

	20,661,667.02

	10.21073


	October 2014

	20,268,236.16

	10.55377


	November 2014

	19,882,174.25

	10.21076


	December 2014

	19,503,344.38

	10.55381


	January 2015

	19,131,612.19

	10.21080


	February 2015

	18,766,845.80

	10.21082


	March 2015

	18,408,915.77

	11.00000


	April 2015

	18,057,695.04

	10.21085


	May 2015

	17,713,058.94

	10.55390


	June 2015

	17,374,885.06

	10.21089


	July 2015

	17,043,053.28

	10.55394


	August 2015

	16,717,445.72

	10.21093


	September 2015

	16,397,946.65

	10.21094


	October 2015

	16,084,442.49

	10.55400


	November 2015

	15,776,821.78

	10.21098


	December 2015

	15,474,975.09

	10.55404


	January 2016

	15,178,795.06

	10.21102


	February 2016

	14,888,176.28

	10.21104


	March 2016

	14,603,015.31

	10.92079


	April 2016

	14,323,210.62

	10.21108


	May 2016

	14,048,662.56

	10.55414


	June 2016

	13,779,273.31

	10.21113


	July 2016

	13,514,946.90

	10.55419


	August 2016

	13,255,589.09

	10.21117


	September 2016

	13,001,107.43

	10.21119


	October 2016

	12,751,411.15

	10.55425


	November 2016

	12,506,411.17

	10.21123


	December 2016

	12,266,020.06

	10.55430


	January 2017

	12,030,152.01

	10.21128


	February 2017

	11,798,722.81

	10.21130


	March 2017

	11,571,649.79

	11.00000


	April 2017

	11,348,851.82

	10.21135


	May 2017

	11,130,249.28

	10.55442


	June 2017

	10,915,764.02

	10.21140


	July 2017

	10,705,319.33

	10.55447


	August 2017

	10,498,839.93

	10.21144


	September 2017

	10,296,251.94

	10.21147


	October 2017

	10,097,482.83

	10.55454


	November 2017

	9,902,461.44

	10.21152


	December 2017

	9,711,117.91

	10.55460


	January 2018

	9,523,383.67

	10.21157


	February 2018

	9,339,191.44

	10.21160


	March 2018

	9,158,475.18

	11.00000


	April 2018

	8,981,170.06

	10.21165


	May 2018

	8,807,212.47

	10.55473


	June 2018

	8,636,539.98

	10.21170


	July 2018

	8,469,091.30

	10.55479


	August 2018

	8,304,806.29

	10.21176


	September 2018 

	8,143,625.91

	10.21179


	October 2018

	7,985,492.25

	10.55488


	November 2018 

	7,830,348.43

	10.21184


	December 2018

	7,678,138.65

	10.55494


	January 2019

	7,528,808.14

	10.21190


	February 2019 and thereafter

	0 

	0.00000





















SCHEDULE III




Representations and Warranties – Mortgage Loans




Downey Savings and Loan Association, F.A., in its capacity as Seller, has made the representations and warranties set forth in this Schedule III to Greenwich Capital Financial Products, Inc., with respect to the Mortgage Loans identified on Schedule I hereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of September 1, 2004 between Downey Savings and Loan Association, F.A., as seller and Greenwich Capital Financial Products, Inc., as purchaser.




(i)

The information set forth in the related Mortgage Loan Schedule is complete, true and correct;




(ii)

The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct, provided, however, that  in the event of any conflict between the terms of any Confirmation and this Agreement, the terms of this Agreement shall control;




(iii)

All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage; and there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder since the origination of the Mortgage Loan;




(iv)

There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;




(v)

The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the  insurer under the Primary Insurance Policy, if any, and the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;




(vi)

The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.  Each Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;




(vii)

All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid.  If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;




(viii)

Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, predatory and abusive lending, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with;




(ix)

The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;




(x)

The Mortgage (including any Negative Amortization which may arise thereunder) is a valid, existing and enforceable first lien on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.  Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first lien and first priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Purchaser;




(xi)

The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms;




(xii)

All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;




(xiii)

The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;




(xiv)

The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;




(xv)

All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located;




(xvi)

The Mortgage Loan is covered by an ALTA lender’s title insurance policy (which, has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b) above) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate, Monthly Payment and Negative Amortization provisions of the Mortgage Note.  Additionally, such lender's title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein.  The Seller is the sole insured of such lender's title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement.  No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;




(xvii)

There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration;




(xviii)

There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;




(xix)

All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;




(xx)

The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;




(xxi)

Principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears interest at the Mortgage Interest Rate.  With respect to each Adjustable Rate Mortgage Loan which is not a Negative Amortization Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, are changed on each Adjustment Date, and are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate.  With respect to each Negative Amortization Mortgage Loan, the related Mortgage Note requires a Monthly Payment which is sufficient during the period following each Payment Adjustment Date, to fully amortize the outstanding principal balance as of the first day of such period (including any Negative Amortization) over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate; provided, that the Monthly Payment shall not increase to an amount that exceeds 107.5% of the amount of the Monthly Payment that was due immediately prior to the Payment Adjustment Date; provided, further, that the payment adjustment cap shall not be applicable with respect to the adjustment made to the Monthly Payment that occurs in a year in which the Mortgage Loan has been outstanding for a multiple of 5 years or the negative amortization limit is reached and in any such year the Monthly Payment shall be adjusted to fully amortize the Mortgage Loan over the remaining term.  The Index for each Mortgage Loan is as defined in the related Confirmation.  No Mortgage Loan is a Convertible Mortgage Loan;




(xxii)

The origination and collection practices used by the Seller with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry.  The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with the terms of the Mortgage Note.  With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property which has not been completed;




(xxiii)

The Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;




(xxiv)

The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure.  The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;




(xxv)

The Mortgage Loan was underwritten in accordance with the underwriting standards of the Seller in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to FNMA and FHLMC; 




(xxvi)

The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (x) above;




(xxvii)

 Except as set forth on the Mortgage Loan Schedule, the Mortgage File contains an appraisal of the related Mortgaged Property which satisfied the standards of FNMA or FHLMC, was on appraisal form 1004 or form 2055 with an interior inspection and was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC.  Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;




(xxviii)

In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;




(xxix)

No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;




(xxx)

The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;




(xxxi)

No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;




(xxxii)

The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;




(xxxiii)

No Mortgage Loan had an LTV at origination in excess of 95%.  Each Mortgage Loan with an LTV at origination in excess of 80% is and will be subject to a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property as required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium;




(xxxiv)

The Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;




(xxxv)

No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;




(xxxvi)

The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;




(xxxvii)

 Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to FNMA or FHLMC. The consoli­dated principal amount does not exceed the original principal amount of the Mortgage Loan plus any Negative Amortization;




(xxxviii)

No Mortgage Loan has a balloon payment feature;




(xxxix)

If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA or FHLMC;




(xl)

reserved;




(xli)

Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;




(xlii)

The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;




(xliii)

The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a Tax Service Contract which is assignable to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;




(xliv)

Each Mortgage Loan is covered by a Flood Zone Service Contract which is assignable to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;




(xlv)

No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E);




(xlvi)

No predatory or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan.  Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the FNMA Guides;







(xlvii)

The debt-to-income ratio of the related Mortgagor was not greater than 60% at the origination of the related Mortgage Loan; 




(xlviii)

No Mortgagor was required to purchase any credit life, disability, accident or health insurance  product as a condition of obtaining the extension of credit.  No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance  policy in connection with the origination of the Mortgage Loan.  No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;




(xlix)

The Mortgage Loans were not selected from the outstanding one to four-family mortgage loans in the Seller’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser;




(l)

The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder;




(li)

The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;




(lii)

The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and collectable under applicable federal and state law;




(liii)

The Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller has not received notification from a Mortgagor that a prepayment in full shall be made after the Closing Date; 




(liv)

  No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property;




(lv)

Each Mortgage Loan is eligible for sale in the secondary market or for inclusion in a Pass-Through Transfer;




(lvi)

 Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a prepayment penalty.  For any Mortgage Loan originated prior to October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination.  For any Mortgage Loan originated on or following October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond three years after the date of origination.  With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Seller shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;




(lvii)

 The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.  No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;




(lviii)

The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension.  Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;




(lix)

With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations, on a monthly basis and the Seller for each Loan will furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit  Information Company, on a monthly basis;




(lx)

All points and fees related to each Mortgage Loan were disclosed in writing to the related Borrower in accordance with applicable state and federal law and regulation.  Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Borrower was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with Fannie Mae’s anti-predatory lending requirements as set forth in the Fannie Mae Selling Guide.  All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each such Mortgage Loan were disclosed in writing to the related  Mortgagor  in accordance with applicable state and federal laws and regulations;

 

(lxi)

The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;




(lxii)

Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1); 




(lxiii)

 No Mortgage Loan is secured by real property or secured  by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s principal dwelling.  No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”).   Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;




(lxiv)

No Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law Section 6-1, effective as of April 1, 2003;




(lxv)

No Mortgage Loan (a) is secured by property located in the State of New York; (b) had an unpaid principal balance at origination of $300,000 or less, and (c) has an application date on or after April 1, 2003, the terms of which Mortgage Loan equal or exceed either the APR or the points and fees threshold for “high-cost home loans”, as defined in Section 6-1 of the New York State Banking Law;




(lxvi)

No Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 or 2003);




(lxvii)

No Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100); 




(lxviii)

No Mortgage Loan secured by property located in the State of Nevada is a “home loan” as defined in the Nevada Assembly Bill No. 284;




(lxix)

No Mortgage Loan is a “manufactured housing loan” or “home improvement home loan” pursuant to the New Jersey Home Ownership Act.  No Mortgage Loan is a “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22 et seq.);




(lxx)

No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity protection Act;




(lxxi)

No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et seq.); 




(lxxii)

No Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); 




(lxxiii)

No Mortgage Loan originated in the City of Los Angeles is subject to the City of Los Angeles California Ordinance 175008 as a “home loan”; 




(lxxiv)

No Mortgage Loan originated in the City of Oakland is subject to the City of Oakland, California Ordinance 12361 as a “home loan”;




(lxxvii) No Loan that is secured by property located within the State of Maine meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as defined under the Maine House Bill 383 L.D. 494, effective as of September 13, 2003;




(lxxviii) With respect to any Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property in the State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Loan;




(lxxix)

The Mortgagor has not made or caused to be made any payment in the nature of an “average” or “yield spread premium” to a mortgage broker or a like Person which has not been fully disclosed to the Mortgagor;




(lxxv)

With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule.  The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office; 




(lxxvi)

With respect to each MOM Loan, Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS; and




(lxxvii)

No Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction.