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 EXHIBIT 4.1


 


LONG BEACH
SECURITIES CORP.,

Depositor


 


 


LONG BEACH
MORTGAGE COMPANY,

Master Servicer


 


 and


  


DEUTSCHE BANK
NATIONAL TRUST COMPANY,

Trustee


  


POOLING AND
SERVICING AGREEMENT

Dated as of January 1, 2005


 


 


______________________________


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset‐Backed Certificates, Series 2005‐1


 




 


TABLE OF CONTENTS


 



	
 

	
 

	
PAGE


	
ARTICLE
I

	
DEFINITIONS

	
6


	
Section
1.01

	
Defined
Terms.

	
6


	
Section
1.02

	
Accounting.

	
60


	
Section
1.03

	
Allocation of
Certain Interest Shortfalls.

	
60


	
Section
1.04

	
Rights of the NIMS
Insurer.

	
61


	
ARTICLE
II

	
CONVEYANCE OF
MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	
61


	
Section
2.01

	
Conveyance of
Mortgage Loans.

	
61


	
Section
2.02

	
Acceptance of REMIC
1 by the Trustee.

	
64


	
Section
2.03

	
Cure, Repurchase or
Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Master Servicer; Remedies for Breaches Relating
to Prepayment Charges.

	
65


	
Section
2.04

	
Representations,
Warranties and Covenants of the Master Servicer.

	
68


	
Section
2.05

	
Representations and
Warranties of the Depositor.

	
71


	
Section
2.06

	
Issuance of
Certificates.

	
73


	
Section
2.07

	
Reserved.

	
73


	
Section
2.08

	
Conveyance of REMIC
Regular Interests and Acceptance of REMICs by the Trustee; Issuance of Certificates.

	
73


	
ARTICLE
III

	
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS

	
75


	
Section
3.01

	
Master Servicer to
Act as Master Servicer.

	
75


	
Section
3.02

	
Sub‐Servicing
Agreements Between the Master Servicer and Sub‐Servicers.

	
77


	
Section
3.03

	
Successor
Sub‐Servicers.

	
78


	
Section
3.04

	
Liability of the
Master Servicer.

	
78


	
Section
3.05

	
No Contractual
Relationship Between Sub‐Servicers and the NIMS Insurer, the Trustee or Certificateholders.

	
79


	
Section
3.06

	
Assumption or
Termination of Sub‐Servicing Agreements by Trustee.

	
79


	
Section
3.07

	
Collection of
Certain Mortgage Loan Payments.

	
79


	
Section
3.08

	
Sub‐Servicing
Accounts.

	
80


	
Section
3.09

	
Collection of
Taxes, Assessments and Similar Items; Servicing Accounts.

	
80


	
Section
3.10

	
Collection Account
and Distribution Account.

	
81


	
Section
3.11

	
Withdrawals from
the Collection Account and Distribution Account.

	
84


	
Section
3.12

	
Investment of Funds
in the Collection Account and the Distribution Account.

	
86


	
Section
3.13

	
Reserved.

	
87


	
Section
3.14

	
Maintenance of
Hazard Insurance and Errors and Omissions and Fidelity Coverage.

	
87


	
Section
3.15

	
Enforcement of
Due‐On‐Sale Clauses; Assumption Agreements.

	
88


	
Section
3.16

	
Realization Upon
Defaulted Mortgage Loans.

	
89


	
Section
3.17

	
Trustee to
Cooperate; Release of Mortgage Files.

	
92


	
Section
3.18

	
Servicing
Compensation.

	
93


	
Section
3.19

	
Reports to the
Trustee; Collection Account Statements.

	
93


	
Section
3.20

	
Statement as to
Compliance.

	
94


	
Section
3.21

	
Independent Public
Accountants’ Servicing Report.

	
94


	
Section
3.22

	
Access to Certain
Documentation.

	
95


	
Section
3.23

	
Title, Management
and Disposition of REO Property.

	
95


	
Section
3.24

	
Obligations of the
Master Servicer in Respect of Prepayment Interest Shortfalls.

	
98


	
Section
3.25

	
Obligations of the
Master Servicer in Respect of Mortgage Rates and Monthly Payments.

	
98


	
Section
3.26

	
Reserve
Fund.

	
99


	
Section
3.27

	
Advance
Facility.

	
100


	
Section
3.28

	
PMI Policy; Claims
Under the PMI Policy

	
101


	
Section
3.29

	
Reserved.

	
102


	
Section
3.30

	
Cap
Agreements.

	
102


	
ARTICLE
IV

	
FLOW OF
FUNDS

	
102


	
Section
4.01

	
Distributions.

	
102


	
Section
4.02

	
Preference
Claims.

	
115


	
Section
4.03

	
Statements.

	
115


	
Section
4.04

	
Remittance Reports;
Advances.

	
119


	
Section
4.05

	
Distributions on
the REMIC Regular Interests.

	
120


	
Section
4.06

	
Allocation of
Realized Losses.

	
122


	
Section
4.07

	
Compliance with
Withholding Requirements.

	
126


	
Section
4.08

	
Commission
Reporting.

	
126


	
ARTICLE
V

	
THE
CERTIFICATES

	
127


	
Section
5.01

	
The
Certificates.

	
127


	
Section
5.02

	
Registration of
Transfer and Exchange of Certificates.

	
129


	
Section
5.03

	
Mutilated,
Destroyed, Lost or Stolen Certificates.

	
134


	
Section
5.04

	
Persons Deemed
Owners.

	
134


	
ARTICLE
VI

	
THE MASTER
SERVICER AND THE DEPOSITOR

	
134


	
Section
6.01

	
Liability of the
Master Servicer and the Depositor.

	
134


	
Section
6.02

	
Merger or
Consolidation of the Depositor or the Master Servicer.

	
134


	
Section
6.03

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

	
135


	
Section
6.04

	
Limitation on
Resignation of Master Servicer.

	
136


	
Section
6.05

	
Rights of the
Depositor, the NIMS Insurer and the Trustee in Respect of the Master Servicer.

	
137


	
ARTICLE
VII

	
DEFAULT

	
137


	
Section
7.01

	
Master Servicer
Events of Default.

	
137


	
Section
7.02

	
Trustee to Act;
Appointment of Successor.

	
140


	
Section
7.03

	
Notification to
Certificateholders.

	
142


	
Section
7.04

	
Waiver of Master
Servicer Events of Default.

	
142


	
ARTICLE
VIII

	
THE
TRUSTEE

	
142


	
Section
8.01

	
Duties of
Trustee.

	
142


	
Section
8.02

	
Certain Matters
Affecting the Trustee.

	
143


	
Section
8.03

	
Trustee Not Liable
for Certificates or Mortgage Loans.

	
145


	
Section
8.04

	
Trustee May Own
Certificates.

	
145


	
Section
8.05

	
Trustee’s
Fees and Expenses.

	
145


	
Section
8.06

	
Eligibility
Requirements for Trustee.

	
146


	
Section
8.07

	
Resignation or
Removal of Trustee.

	
147


	
Section
8.08

	
Successor
Trustee.

	
147


	
Section
8.09

	
Merger or
Consolidation of Trustee.

	
148


	
Section
8.10

	
Appointment of
Co‐Trustee or Separate Trustee.

	
148


	
Section
8.11

	
Appointment of
Custodians.

	
149


	
Section
8.12

	
Appointment of
Office or Agency.

	
150


	
Section
8.13

	
Representations and
Warranties of the Trustee.

	
150


	
ARTICLE
IX

	
TERMINATION

	
151


	
Section
9.01

	
Termination Upon
Purchase or Liquidation of All Mortgage Loans.

	
151


	
Section
9.02

	
Additional
Termination Requirements.

	
153


	
ARTICLE
X

	
REMIC
PROVISIONS

	
154


	
Section
10.01

	
REMIC
Administration.

	
154


	
Section
10.02

	
Prohibited
Transactions and Activities.

	
157


	
Section
10.03

	
Trustee, Master
Servicer and Depositor Indemnification.

	
157


	
ARTICLE
XI

	
MISCELLANEOUS
PROVISIONS

	
158


	
Section
11.01

	
Amendment.

	
158


	
Section
11.02

	
Recordation of
Agreement; Counterparts.

	
159


	
Section
11.03

	
Limitation on
Rights of Certificateholders.

	
159


	
Section
11.04

	
Governing Law;
Jurisdiction.

	
160


	
Section
11.05

	
Notices.

	
160


	
Section
11.06

	
Severability of
Provisions.

	
161


	
Section
11.07

	
Notice to the
Rating Agencies and the NIMS Insurer.

	
161


	
Section
11.08

	
Article and
Section References.

	
162


	
Section
11.09

	
Third-Party
Beneficiaries.

	
162


	
Section
11.10

	
Grant of Security
Interest.

	
162







 


 




 


Exhibits


 


 


Exhibit
A‐1             Form of Class I‐A1 Certificates


Exhibit
A‐2             Form of Class II‐A1 Certificates


Exhibit
A‐3             Form of Class II‐A2 Certificates


Exhibit
A‐4             Form of Class II‐A3 Certificates


Exhibit
A‐5             Form of Class M‐1 Certificates


Exhibit
A‐6             Form of Class M-2 Certificates


Exhibit
A‐7             Form of Class M-3 Certificates


Exhibit
A‐8             Form of Class M‐4 Certificates


Exhibit
A‐9             Form of Class M‐5 Certificates


Exhibit
A‐10           Form of Class M‐6 Certificates


Exhibit
A‐11           Form of Class M‐7 Certificates


Exhibit
A‐12           Form of Class M‐8 Certificates


Exhibit
A‐13           Form of Class M‐9 Certificates


Exhibit
A‐14           Form of Class B‐1 Certificates


Exhibit
A‐15           Form of Class B-2 Certificates


Exhibit
A‐16           Form of Class C Certificates


Exhibit
A‐17           Form of Class P Certificates


Exhibit
A‐18           Form of Class R Certificates


Exhibit
A‐19           Form of Class R‐CX Certificates


Exhibit
A‐20           Form of Class R‐PX Certificates


Exhibit
B-1             Form of Class I‐A1 Cap Agreement


Exhibit
B-2             Form of Group II Senior Cap Agreement


Exhibit
B-3             Form of Subordinate Cap Agreement


Exhibit
B-4             Form of Cap Assignment


Exhibit
C                Form of Mortgage Loan Purchase
Agreement


Exhibit
D                Mortgage Loan Schedule


Exhibit
E‐1             Request for Release (for
Trustee/Custodian)


Exhibit
E‐2             Request for Release (Certificate – Mortgage
Loan Paid in Full)


Exhibit
E-3             Form of Mortgage Loan Assignment Agreement


Exhibit
F‐1             Form of Trustee’s Initial
Certification


Exhibit
F‐2             Form of Trustee’s Final
Certification


Exhibit
G                Reserved


Exhibit
H                Form of Lost Note Affidavit


Exhibit
I                  Form of ERISA
Representation


Exhibit
J-1A           Form of Class B‐1 Certificate Transferor
Certificate


Exhibit
J-1B           Form of Class B‐1 Certificate Transferee
Certificate


Exhibit
J-2              Form of Investment Letter


Exhibit
K                Form of Class R Certificate, Class
R‐CX Certificate and Class R-PX Certificate Transfer Affidavit


Exhibit
L                 Form of Transferor
Certificate


 




Schedules


 


Schedule I              Prepayment Charge
Schedule


Schedule II             Cap Premium Schedule


Schedule III            Reserved


Schedule IV           PMI Mortgage Loan Schedule (Not
applicable)




 




This POOLING AND SERVICING AGREEMENT is dated as of
January 1, 2005 (the “Agreement”), among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG
BEACH MORTGAGE COMPANY, as master servicer (the “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
(the “Trustee”).


PRELIMINARY STATEMENT:


 


The Depositor intends to
sell pass‐through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder.  The
Certificates will consist of twenty classes of certificates, designated as (i) the Class I-A1 Certificates, (ii) the Class
II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3 Certificates, (v) the Class M‐1
Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M‐4
Certificates, (ix) the Class M‐5 Certificates, (x) the Class M‐6 Certificates, (xi) the Class M‐7
Certificates, (xii) the Class M‐8 Certificates, (xiii)  the Class M‐9 Certificates, (xiv) the Class B‐1
Certificates, (xv) the Class B-2 Certificates, (xvi) the Class C Certificates, (xvii) the Class P Certificates,
(xviii) the Class R Certificates, (xix) the Class R‐CX Certificates and (xx) the Class R‐PX
Certificates. 


 






REMIC 1


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement
(exclusive of the Reserve Fund and the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC 1.”  The Class R‐1 Interest
will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.  The following table irrevocably sets forth the designation, the Uncertificated
REMIC 1 Pass‐Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
regulation Section 1.860G‐1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1
Regular Interests.  None of the REMIC 1 Regular Interests will be certificated.



	

Designation



	

Initial Uncertificated Principal Balance



	

Uncertificated REMIC 1 Pass-Through Rate



	

Assumed Final Maturity Date1




	
LT1-AA

	
$1,715,001,372.25

	
Variable2

	
February,
2035


	
LT1-IA1

	
$9,562,375.00

	
Variable2

	
February,
2035


	
LT1-IIA1

	
$2,640,000.00

	
Variable2

	
February,
2035


	
LT1-IIA2

	
$1,075,000.00

	
Variable2

	
February,
2035


	
LT1-IIA3

	
$757,630.00

	
Variable2

	
February,
2035


	
LT1-M1

	
$796,250.00

	
Variable2

	
February,
2035


	
LT1-M2

	
$498,750.00

	
Variable2

	
February,
2035


	
LT1-M3

	
$306,250.00

	
Variable2

	
February,
2035


	
LT1-M4

	
$306,250.00

	
Variable2

	
February,
2035


	
LT1-M5

	
$218,750.00

	
Variable2

	
February,
2035


	
LT1-M6

	
$210,000.00

	
Variable2

	
February,
2035


	
LT1-M7

	
$175,000.00

	
Variable2

	
February,
2035


	
LT1-M8

	
$175,000.00

	
Variable2

	
February,
2035


	
LT1-M9

	
$175,000.00

	
Variable2

	
February,
2035


	
LT1-B1

	
$175,000.00

	
Variable2

	
February,
2035


	
LT1-B2

	
$122,500.00

	
Variable2

	
February,
2035


	
LT1-ZZ

	
$17,806,273.01

	
Variable2

	
February,
2035


	
LT1-1SUB

	
$47,215.75

	
Variable2

	
February,
2035


	
LT1-1GRP

	
$238,463.25

	
Variable2

	
February,
2035


	
LT1-2SUB

	
$22,084.45

	
Variable2

	
February,
2035


	
LT1-2GRP

	
$111,537.05

	
Variable2

	
February,
2035


	
LT1-XX

	
$1,749,582,199.78

	
Variable2

	
February,
2035


	
LT1-P

	
$100.00

	
Variable2

	
February,
2035







________________________


1          Solely for
purposes of Section 1.860G‐1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following
the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC 1 Regular Interest.


2       Calculated in accordance with the
definition of “Uncertificated REMIC 1 Pass‐Through Rate” herein.


 








REMIC 2


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC 2.” The Class R‐2 Interest represents the
sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions.


The following table sets forth (or describes) the Class
designation, Pass‐Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that
represents one or more of the “regular interests” in REMIC 2 and each class of uncertificated “regular
interests” in REMIC 2:



	






 Class Designation



	

Original Class

 Certificate Principal

 Balance



	




 Pass‐Through

 Rate



	

 


Assumed
Final Maturity Date1




	
I-A1

	
$1,912,475,000.00

	
Variable2

	
February,
2035


	
II-A1

	
$528,000,000.00

	
Variable2

	
February,
2035


	
II-A2

	
$215,000,000.00

	
Variable2

	
February,
2035


	
II-A3

	
$151,526,000.00

	
Variable2

	
February,
2035


	
M‐1

	
$159,250,000.00

	
Variable2

	
February,
2035


	
M-2

	
$99,750,000.00

	
Variable2

	
February,
2035


	
M-3

	
$61,250,000.00

	
Variable2

	
February,
2035


	
M-4

	
$61,250,000.00

	
Variable2

	
February,
2035


	
M-5

	
$43,750,000.00

	
Variable2

	
February,
2035


	
M-6

	
$42,000,000.00

	
Variable2

	
February,
2035


	
M-7

	
$35,000,000.00

	
Variable2

	
February,
2035


	
M-8

	
$35,000,000.00

	
Variable2

	
February,
2035


	
M-9

	
$35,000,000.00

	
Variable2

	
February,
2035


	
B-1

	
$35,000,000.00

	
Variable2

	
February,
2035


	
B-2

	
$24,500,000.00

	
Variable2

	
February,
2035


	
Class C
Interest3

	
$61,251,900.56

	
Variable2

	
February,
2035


	
Class P
Interest

	
$100.00

	
N/A4

	
February,
2035







___________________


1          Solely for
purposes of Section 1.860G‐1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following
the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each Class of Certificates or uncertificated interests that represents one or more of the
“regular interests” in REMIC 2.


2          Calculated in
accordance with the definition of “Pass‐Through Rate” herein.


3          The Class C
Interest will accrue interest at its variable Pass‐Through Rate on its Notional Amount outstanding from time to time, which
shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 1 Regular Interests.  The Class C
Interest will not accrue interest on its Uncertificated Principal Balance.


4          The Class P
Interest will not accrue interest.


 








REMIC CX


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC CX.”  The Class R‐CX Interest will represent the
sole class of “residual interests” in REMIC CX for purposes of the REMIC Provisions (as defined herein) under
federal income tax law.  The following table irrevocably sets forth the designation, the Pass‐Through Rate, initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G‐1(a)(4)(iii),
the “latest possible maturity date” for each of the REMIC CX Regular Interests.




	



 Designation



	

Uncertificated REMIC CX

 Pass‐Through Rate



	

Initial Uncertificated

 Principal Balance



	

Assumed Final

 Maturity Date1




	
Class C

	
Variable2

	
$61,251,900.56

	
February 2035








_________________________


1          Solely for
purposes of Section 1.860G‐1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following
the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC CX Regular Interest.


2       The Class C Certificates
will not accrue interest on their Certificate Principal Balance.  Instead, the monthly interest due on the Class C
Certificates will be 100% of the interest paid on the Class C Interest.


 








REMIC PX


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC PX.”  The Class R‐PX Interest will represent the
sole class of “residual interests” in REMIC PX for purposes of the REMIC Provisions (as defined herein) under
federal income tax law.  The following table irrevocably sets forth the designation, the Pass‐Through Rate, initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G‐1(a)(4)(iii),
the “latest possible maturity date” for each of the REMIC PX Regular Interests.




	

Designation



	

Uncertificated
REMIC PX

 Pass‐Through Rate



	

Initial
Uncertificated

 Principal Balance



	

Assumed
Final

 Maturity Date1




	
Class P

	
N/A2

	
$100.00

	
February 2035








_________________________


1          Solely for
purposes of Section 1.860G‐1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following
the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC PX Regular Interest.


2       The Class P Certificates
will not accrue interest.


 









ARTICLE
I



 DEFINITIONS


 Section 1.01          Defined Terms.


Whenever used in this Agreement or in the Preliminary
Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this
Article.  Unless otherwise specified, all calculations in respect of interest on the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates shall be made on the basis of the actual number of days elapsed on the basis of a
360‐day year and all other calculations of interest described herein shall be made on the basis of a 360‐day year
consisting of twelve 30‐day months.  The Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue interest.


“1933 Act”:  The Securities Act
of 1933, as amended.


“Account”:  Either of the
Collection Account and Distribution Account.


“Accrual Period”:  With respect
to the Class C Certificates, the REMIC 1 Regular Interests and the Class C Interest, and each Distribution Date, the calendar
month prior to the month of such Distribution Date. With respect to the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates, and each Distribution Date, the period commencing on the immediately preceding Distribution Date (or in the
case of the first such Accrual Period, commencing on the Closing Date) and ending on the day immediately preceding such
Distribution Date.


“Adjustable Rate Mortgage
Loan”:  A Mortgage Loan which provides for an adjustable Mortgage Rate payable with respect thereto.


“Adjusted Net Maximum Mortgage
Rate”:  With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum
rate of interest equal to the Maximum Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is an Adjustable Rate Mortgage
Loan) or the Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is a Fixed Rate Mortgage Loan), in either case as of the
first day of the month preceding the month in which such Distribution Date occurs, minus the sum of (i) the Servicing Fee
Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee Rate.


“Adjusted Net Mortgage Rate”: 
With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum rate of interest equal to
the Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date
occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the
Trustee Fee Rate.


“Adjustment Date”:  With respect
to each Adjustable Rate Mortgage Loan, each date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note.  The first Adjustment Date following the Cut‐off Date as to each Adjustable Rate Mortgage Loan is set
forth in the Mortgage Loan Schedule.


“Advance”:  As to any Mortgage
Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to
Section 4.04.


“Advancing Person”:  As defined
in Section 3.27 hereof.


“Adverse REMIC Event”:  As
defined in Section 10.01(f) hereof.


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


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


“Allocated Realized Loss
Amount”:  With respect to any Distribution Date and any Class of the Mezzanine Certificates and the Class B
Certificates, an amount equal to (a) the sum of (i) any Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the
previous Distribution Date less (b) any Allocated Realized Loss Amounts that have been reinstated with respect to such Class of
Certificates on prior Distribution Dates due to Subsequent Recoveries.


“Appraised Value”:  With respect
to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the related Mortgage Loan at
the time of origination of such Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae.


“Assignment”:  An assignment of
Mortgage, notice of transfer or equivalent instrument, in recordable form (excepting therefrom, if applicable, the mortgage
recordation information which has not been required pursuant to Section 2.01 hereof or returned by the applicable
recorder’s office), which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located
to reflect of record the sale of the Mortgage.


“Available Funds”:  With respect
to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on
the Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries and other unscheduled recoveries of principal and
interest in respect of the Mortgage Loans during the related Prepayment Period (other than any Prepayment Charges collected by the
Master Servicer in connection with the full or partial prepayment of any of the Mortgage Loans and any Master Servicer Prepayment
Charge Payment Amount in connection with the Mortgage Loans), (c) the aggregate of any amounts received in respect of an REO
Property acquired in respect of a Mortgage Loan withdrawn from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection Account by the Master Servicer in respect of
related Prepayment Interest Shortfalls on the Mortgage Loans for such Distribution Date, (e) the aggregate of any Advances
made by the Master Servicer or the Trustee for such Distribution Date with respect to the Mortgage Loans, (f) the aggregate of any
related advances made by or on behalf of the Trustee for such Distribution Date with respect to the Mortgage Loans pursuant to
Section 7.02(b) and (g) the aggregate of any amounts constituting proceeds of repurchases or substitutions of the
Mortgage Loans occurring during the related Prepayment Period over (ii) the sum, without duplication, of (a) amounts
reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the Seller, the NIMS Insurer or any Sub‐Servicer
pursuant to Section 3.11 or Section 3.12 in respect of the Mortgage Loans or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection Account or the Distribution Account pursuant to
clauses (i)(a) through (g) above, as the case may be, in error, (c) Stayed Funds, (d) any Trustee Fee pursuant to
Section 8.05 and any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 8.05, (e)
the PMI Insurer Fee payable from the Distribution Account and (f) amounts reimbursable to the Trustee for an advance made pursuant
to Section 7.02(b) which advance the Trustee has determined to be nonrecoverable from the Stayed Funds in respect of which it
was made.


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


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


“Book-Entry Certificates”:  Any
of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on
the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a
“Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and
as described in Section 5.02 hereof).  On the Closing Date, the Class A Certificates, the Mezzanine Certificates and the
Class B-1 Certificates shall be Book-Entry Certificates.


“Book-Entry Custodian”:  The
custodian appointed pursuant to Section 5.01(b).


“Business Day”:  Any day other
than a Saturday, a Sunday or a day on which banking or savings institutions in the State of California, the State of Delaware, the
State of New York, the State of Washington, or in the city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law or executive order to be closed.


“Cap Agreements”:  The Class
I-A1 Cap Agreement, the Group II Senior Cap Agreement and the Subordinate Cap Agreement.


“Cap Assignment”:  The Fixed
Income Cap Assignment Agreement dated January 6, 2005 among the Cap Provider, the Seller, the Depositor and the
Trustee.


“Cap Provider”:  Greenwich
Capital Derivatives, Inc.


“Certificate”:  Any Regular
Certificate or Residual Certificate.


“Certificate Margin”:  With
respect to the Class I‐A1 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.28%
per annum and (B) after the Optional Termination Date, 0.56% per annum.  With respect to the Class II-A1 Certificates on
each Distribution Date (A) on or prior to the Optional Termination Date, 0.14% per annum and (B) after the Optional
Termination Date, 0.28% per annum.  With respect to the Class II-A2 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.25% per annum and (B) after the Optional Termination Date, 0.50% per annum. 
With respect to the Class II-A3 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.38%
per annum and (B) after the Optional Termination Date, 0.76% per annum.  With respect to the Class M‐1
Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.50% per annum and (B) after
the Optional Termination Date, 0.75% per annum.  With respect to the Class M‐2 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.53% per annum and (B) after the Optional Termination Date, 0.795% per
annum.  With respect to the Class M-3 Certificates on each Distribution Date (A) on or prior to the Optional Termination
Date, 0.58% per annum and (B) after the Optional Termination Date, 0.87% per annum.  With respect to the Class M‐4
Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.85% per annum and (B) after
the Optional Termination Date, 1.275% per annum.  With respect to the Class M‐5 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.95% per annum and (B) after the Optional Termination Date, 1.425% per
annum.  With respect to the Class M‐6 Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 1.05% per annum and (B) after the Optional Termination Date, 1.575% per annum.  With respect to the
Class M‐7 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 1.60% per annum and
(B) after the Optional Termination Date, 2.40% per annum.  With respect to the Class M-8 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 1.70% per annum and (B) after the Optional
Termination Date, 2.55% per annum.  With respect to the Class M‐9 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 2.75% per annum and (B) after the Optional Termination Date, 4.125% per annum. 
With respect to the Class B‐1 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date,
3.25% per annum and (B) after the Optional Termination Date, 4.875% per annum.  With respect to the Class B-2
Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 3.25% per annum and (B) after the Optional
Termination Date, 4.875% per annum.


“Certificate Owner”:  With
respect to each Book-Entry Certificate, any beneficial owner thereof.


“Certificate Principal
Balance”:  With respect to any Class A Certificates, Mezzanine Certificates, Class B Certificates or Class P
Certificates immediately prior to any Distribution Date, an amount equal to the Initial Certificate Principal Balance thereof
reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Mezzanine
Certificate or a Class B Certificate, Realized Losses allocated thereto on all prior Distribution Dates and, in the case of a
Mezzanine Certificate or a Class B Certificate, increased by the Allocated Realized Loss Amounts reinstated thereto on all prior
Distribution Dates due to Subsequent Recoveries.  With respect to any Class C Certificates as of any date of determination, an
amount equal to the Uncertificated Principal Balance of the Class C Interest.  The Residual Certificates will not have a
Certificate Principal Balance.


“Certificate Register”:  The
register established and maintained pursuant to Section 5.02 hereof.


“Certificateholder” or
“Holder”:  The Person in whose name a Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non‐United States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent, direction or taking any other action pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, direction or other action has been obtained, except as otherwise
provided in Section 11.01.  The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or
the Master Servicer in determining whether a Certificate is held by an Affiliate thereof.  All references herein to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.


“Class”:  Collectively,
Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except
for variation in the Percentage Interest evidenced thereby. 


“Class I-A1 Cap Agreement”:  The
interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated December 23,
2004 between the Seller and the Cap Provider, attached as Exhibit B-1 hereto, as such agreement may be amended and supplemented in
accordance with its terms and any replacement interest rate cap agreement acceptable to the Trustee.


“Class I-A1 Certificate”:  Any
one of the Class I-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐1 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class II-A1 Certificate”:  Any
one of the Class II-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐2 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class II-A2 Certificate”:  Any
one of the Class II-A2 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐3 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class II-A3 Certificate”:  Any
one of the Class II-A3 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐4 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class A Certificates”:  The
Class I-A1 Certificates and the Group II Senior Certificates.


“Class A Principal Distribution
Amount”:  With respect to any Distribution Date, the sum of the Group I Senior Principal Distribution Amount and the
Group II Senior Principal Distribution Amount.


“Class B Certificates”:  The
Class B-1 Certificates and the Class B-2 Certificates.


“Class B-1 Certificate”:  Any
one of the Class B-1 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐14 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class B-1 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates (after
taking into account the payment of the Class M‐6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M‐7 Certificates (after taking into account the payment of the Class
M‐7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class
M‐8 Certificates (after taking into account the payment of the Class M‐8 Principal Distribution Amount on such
Distribution Date), (x) the aggregate Certificate Principal Balance of the Class M‐9 Certificates (after taking into account
the payment of the Class M‐9 Principal Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 95.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections
of principal received during the related Prepayment Period) minus the Overcollateralization Floor.


“Class B-2 Certificate”:  Any
one of the Class  B-2 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐15, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class B-2 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates (after
taking into account the payment of the Class M‐6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M‐7 Certificates (after taking into account the payment of the Class
M‐7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class
M‐8 Certificates (after taking into account the payment of the Class M‐8 Principal Distribution Amount on such
Distribution Date), (x) the aggregate Certificate Principal Balance of the Class M‐9 Certificates (after taking into account
the payment of the Class M‐9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate
Principal Balance of the Class B‐1 Certificates (after taking into account the payment of the Class B‐1 Principal
Distribution Amount on such Distribution Date) and (xii) the aggregate Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.50% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
minus the Overcollateralization Floor.


“Class C Certificate”:  Any one
of the Class C Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A‐16,
executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC CX.


“Class C Interest” An uncertificated
interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest
in REMIC 2 for purposes of the REMIC Provisions.


“Class M‐1
Certificate”:  Any one of the Class M‐1 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐5, executed, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.


“Class M‐1 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐1 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 69.50% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
minus the Overcollateralization Floor.


“Class M-2 Certificate”: 
Any one of the Class  M-2 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐6, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M-2 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐2 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date) and (iii) the
aggregate Certificate Principal Balance of the Class M‐2 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 75.20% and (ii) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization
Floor.


“Class M-3 Certificate”: 
Any one of the Class M-3 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐7, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M-3 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐3 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date) and (iv) the aggregate Certificate Principal Balance of the Class
M‐3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 78.70%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization Floor.


“Class M‐4 Certificate”: 
Any one of the Class M‐4 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐8, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M‐4 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐4 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), and (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 82.20% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization
Floor.


“Class M‐5 Certificate”: 
Any one of the Class M‐5 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐9, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M‐5 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐5 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate
Principal Balance of the Class M‐5 Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 84.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections
of principal received during the related Prepayment Period) minus the Overcollateralization Floor.


“Class M‐6 Certificate”: 
Any one of the Class M‐6 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐10, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M‐6 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐6 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.10% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
minus the Overcollateralization Floor.


“Class M‐7 Certificate”: 
Any one of the Class M‐7 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐11, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M‐7 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M‐7 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates (after
taking into account the payment of the Class M‐6 Principal Distribution Amount on such Distribution Date) and (viii) the
aggregate Certificate Principal Balance of the Class M‐7 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 89.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization
Floor.


“Class M-8 Certificate”: 
Any one of the Class  M-8 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐12, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M-8 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates (after
taking into account the payment of the Class M‐6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M‐7 Certificates (after taking into account the payment of the Class
M‐7 Principal Distribution Amount on such Distribution Date) and (ix) the aggregate Certificate Principal Balance of the
Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.10%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization Floor.


“Class M-9 Certificate”: 
Any one of the Class  M-9 Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐13, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.


“Class M-9 Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M‐1 Certificates (after taking
into account the payment of the Class M‐1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐2 Certificates (after taking into account the payment of the Class M‐2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M‐3
Certificates (after taking into account the payment of the Class M‐3 Principal Distribution Amount on such Distribution
Date), (v) the aggregate Certificate Principal Balance of the Class M‐4 Certificates (after taking into account the
payment of the Class M‐4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M‐6 Certificates (after
taking into account the payment of the Class M‐6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M‐7 Certificates (after taking into account the payment of the Class
M‐7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class
M‐8 Certificates (after taking into account the payment of the Class M‐8 Principal Distribution Amount on such
Distribution Date) and (x) the aggregate Certificate Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 93.10% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization
Floor.


“Class P Certificate”:  Any one
of the Class P Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A‐17,
executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC PX.


“Class P Interest” An uncertificated
interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 2 for purposes of the REMIC Provisions.


“Class R Certificate”:  Any one
of the Class R Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A‐18,
executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class R‐1 Interest and the Class
R‐2 Interest.


“Class R‐1 Interest”:  The
Residual Interest in REMIC 1.


“Class R‐2 Interest”:  The
Residual Interest in REMIC 2.


“Class R‐CX Certificate”: 
Any one of the Class R‐CX Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐19, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class R‐CX
Interest.


“Class R‐CX Interest”: 
The Residual Interest in REMIC CX.


“Class R‐PX Certificate”: 
Any one of the Class R‐PX Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐20, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class R‐PX
Interest.


“Class R‐PX Interest”: 
The Residual Interest in REMIC PX.


“Close of Business”:  As used
herein, with respect to any Business Day, 5:00 p.m. (New York time).


“Closing Date”:  January 6,
2005.


“Closing Date Mortgage Loans”: 
The Group I Closing Date Mortgage Loans and the Group II Closing Date Mortgage Loans. 


“Code”:  The Internal Revenue
Code of 1986, as amended.


“Collection Account”:  The
account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled
“Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust
2005‐1, Asset‐Backed Certificates, Series 2005‐1” and which must be an Eligible Account.


“Commission”:  The Securities
and Exchange Commission.


“Compensating Interest”:  As
defined in Section 3.24.


“Corporate Trust Office”:  The
principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with
this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East
St. Andrew Place, Santa Ana, California 92705, or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor and the Master Servicer. 


“Corresponding Certificates”: 
With respect to (i) REMIC 1 Regular Interest LT1-IA1, (ii) REMIC 1 Regular Interest LT1-IIA1, (iii) REMIC 1 Regular
Interest LT1-IIA2, (iv) REMIC 1 Regular Interest LT1-IIA3, (v) REMIC 1 Regular Interest LT1-M1, (vi) REMIC 1 Regular Interest
LT1-M2, (vii) REMIC 1 Regular Interest LT1-M3, (viii) REMIC 1 Regular Interest LT1-M4, (ix) REMIC 1 Regular Interest
LT1-M5, (x) REMIC 1 Regular Interest LT1‐M6, (xi) REMIC 1 Regular Interest LT1‐M7, (xii) REMIC 1 Regular
Interest LT1-M8, (xiii) REMIC 1 Regular Interest LT1-M9, (xiv) REMIC 1 Regular Interest LT1-B1, (xv) REMIC 1 Regular
Interest LT1-B2, (xvi) the Class C Interest and (xvii) REMIC 1 Regular Interest LT1-P and the Class P Interest,
(i) the Class I‐A1 Certificates, (ii) the Class II‐A1 Certificates, (iii) the Class II‐A2 Certificates,
(iv) the Class II‐A3 Certificates, (v) the Class M‐1 Certificates, (vi) the Class M-2 Certificates,
(vii) the Class M-3 Certificates, (viii) the Class M‐4 Certificates, (ix) the Class M‐5 Certificates,
(x) the Class M‐6 Certificates, (xi) the Class M‐7 Certificates, (xii) the Class M-8 Certificates,
(xiii) the Class M‐9 Certificates, (xiv) the Class B‐1 Certificates, (xv) the Class B-2 Certificates,
(xvi) the Class C Certificates and (xvii) the Class P Certificates, respectively.


“Credit Enhancement
Percentage”:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which
is (x) the sum of the aggregate Certificate Principal Balance of the Mezzanine Certificates, the Class B Certificates and the
Uncertificated Principal Balance of the Class C Interest, calculated prior to distribution of the Group I Principal Distribution
Amount and the Group II Principal Distribution Amount in respect of the Certificates then entitled to distributions of principal on
such Distribution Date, and the denominator of which is (y) the aggregate Stated Principal Balance of the Mortgage Loans,
calculated prior to taking into account payments of principal on the Mortgage Loans due on the related Due Date or received during
the related Prepayment Period. 


“Cumulative Loss Percentage”: 
With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred (less any Subsequent Recoveries allocated to the Certificate Principal Balance of any Certificate) from
the Cut‐off Date to the last day of the calendar month preceding such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut‐off Date.


“Cumulative Loss Trigger
Event”:  A Cumulative Loss Trigger Event has occurred with respect to any Distribution Date in or after February
2008, if the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred (less any Subsequent
Recoveries) with respect to the Mortgage Loans from the Cut-off Date through the last day of the related Due Period by (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, exceeds the applicable percentage set forth below
for such Distribution Date:


	
Distribution Date Occurring in

	
Cumulative Loss Percentage


	
February 2008 through January 2009

	
3.00%


	
February 2009 through January 2010

	
4.50%


	
February 2010 through January 2011

	
5.50%


	

February 2011 and thereafter

	
5.75%





“Custodial Agreement”:  Any
agreement that may be entered into by the Trustee and any Custodian or any agreement assigned to the Trustee providing for holding
and safekeeping of Mortgage Files on behalf of the Trust.


“Custodian”:  A custodian
appointed as provided in Section 8.11 hereof pursuant to a Custodial Agreement.


“Cut‐off Date”:  With
respect to each Closing Date Mortgage Loan, January 1, 2005; and with respect to each Qualified Substitute Mortgage Loan, its date
of substitution, as applicable.


“Cut‐off Date Aggregate Principal
Balance”:  The aggregate of the Cut‐off Date Principal Balances of the Mortgage Loans.


“Cut‐off Date Principal
Balance”:  With respect to any Mortgage Loan, the unpaid principal balance thereof as of the Cut‐off Date
(with respect to a Closing Date Mortgage Loan); or as of the applicable date of substitution (with respect to a Qualified
Substitute Mortgage Loan), after giving effect to scheduled payments due on or before the Cut‐off Date, whether or not
received.


“Debt Service Reduction”:  With
respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.


“Deficient Valuation”:  With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.


“Definitive Certificates”:  As
defined in Section 5.01(b) hereof.


“Deleted Mortgage Loan”:  A
Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.


“Delinquency Percentage”:  With
respect to any Distribution Date, the percentage obtained by dividing (x) the aggregate Stated Principal Balance of (i)
Mortgage Loans Delinquent 60 days or more, (ii) REO Properties related to the Mortgage Loans and (iii) Mortgage Loans in
foreclosure and in bankruptcy (excluding any such Mortgage Loans which are less than 60 days Delinquent under the bankruptcy plan)
by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, calculated prior to taking into account
payments of principal on the Mortgage Loans due on the related Due Date or received during the related Prepayment
Period. 


“Delinquency Trigger Event”:  A
Delinquency Trigger Event has occurred with respect to a Distribution Date if the Delinquency Percentage exceeds 38.00% of the
Credit Enhancement Percentage.


“Delinquent”:  With respect to
any Mortgage Loan and related Monthly Payment, the Monthly Payment due on a Due Date which is not made by the Close of Business on
the next scheduled Due Date for such Mortgage Loan.  For example, a Mortgage Loan is 60 or more days Delinquent if the Monthly
Payment due on a Due Date is not made by the Close of Business on the second scheduled Due Date after such Due Date.


“Depositor”:  Long Beach
Securities Corp., a Delaware corporation, or any successor in interest.


“Depository”:  The initial
Depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.  The Depository
shall initially be the registered Holder of the Book-Entry Certificates.  The Depository shall at all times be a
“clearing corporation” as defined in Section 8‐102(3) of the Uniform Commercial Code of the State of
New York.


“Depository Participant”:  A
broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the Depository.


“Determination Date”:  With
respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is
not a Business Day, the Business Day immediately preceding such 15th day.


“Directly Operate”:  With
respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such
REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or
any use of such REO Property in a trade or business conducted by the REMIC other than through an Independent Contractor; provided,
however, that the Trustee (or the Master Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Master Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect
to such REO Property.


“Disqualified Organization”: 
Any:  (A) “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any
of  (i) the United States, any state or political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative
described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, or (iii) any organization described in
Section 1381(a)(2)(C) of the Code; (B) “electing large partnership” within the meaning of
Section 775 of the Code; or (C) other Person so designated by the Trustee based upon an Opinion of Counsel provided by
nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may
cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur
liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership
interest in a Residual Certificate to such Person.  A corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof if all of its activities are subject to income tax and a majority of its
board of directors is not selected by a governmental unit.  The terms “United States,” “state” and
“international organization” shall have the meanings set forth in Section 7701 of the Code.


“Distribution Account”:  The
trust account or accounts created and maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of
Long Beach Mortgage Loan Trust 2005‐1, Asset‐Backed Certificates, Series 2005‐1” and which must be an
Eligible Account.


“Distribution Date”:  The 25th
day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day,
commencing in February 2005.


“Due Date”:  With respect to
each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month
on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.


“Due Period”:  With respect to
any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution Date occurs.


“Effective Date”:  As defined in
Section 3.13 hereof.


“Eligible Account”:  Any of
(i) an account or accounts maintained with a federal or state chartered depository institution or trust company the
short‐term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short‐term unsecured debt obligations of such holding company) are rated no
lower than P‐1 by Moody’s, F‐1 by Fitch and A‐1 by S&P (or comparable ratings if Moody’s, Fitch
and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein; provided that so long as Washington
Mutual Bank, FA is the Sub-Servicer, any account maintained with Washington Mutual Bank, FA shall be an Eligible Account if the
long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A2” by Moody’s, or
“A” by Fitch and “A‐” by S&P and the short-term unsecured debt obligations of Washington Mutual
Bank, FA are rated no lower than A‐2 by S&P, provided that if the long-term unsecured debt
obligations of Washington Mutual Bank, FA are downgraded by S&P to a rating lower than “A‐” or the
short-term unsecured debt obligations of Washington Mutual Bank, FA are downgraded by S&P to a rating lower than A‐2,
Washington Mutual Bank, FA shall transfer the deposits in any account maintained by Washington Mutual Bank, FA (unless any such
account is otherwise qualified as an Eligible Account pursuant to (ii), (iii) or (iv) of the definition of Eligible Account) to an
Eligible Account within ten (10) Business Days of notification of such downgrade, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest
against such collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such account is maintained, (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered depository institution, national banking association
or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to the NIMS Insurer and each Rating
Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating
Agency to the Trustee.  Eligible Accounts may bear interest.


“ERISA”:  The Employee
Retirement Income Security Act of 1974, as amended.


“Escrow Payments”:  As defined
in Section 3.09 hereof.


“Excess Overcollateralized Amount”:
With respect to any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date) over
(ii) the Overcollateralization Target Amount for such Distribution Date.


“Extra Principal Distribution
Amount”:  With respect to any Distribution Date, the lesser of (x) the Net Monthly Excess Cashflow for such
Distribution Date and (y) the Overcollateralization Deficiency Amount for such Distribution Date.


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


“Fannie Mae”:  Federal National
Mortgage Association, or any successor thereto.


“FDIC”:  Federal Deposit
Insurance Corporation, or any successor thereto.


“Final Recovery Determination”: 
With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller
or the Master Servicer pursuant to or as contemplated by Section 2.03, 3.16(c) or 9.01), a determination made by the Master
Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Master Servicer, in its
reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.  The Master
Servicer shall maintain records, prepared by a Servicing Representative, of each Final Recovery Determination made
thereby.


“Fitch”:  Fitch Ratings, Inc.,
or its successor in interest.


“Fixed Rate Mortgage Loan”:  A
Mortgage Loan which provides for a fixed Mortgage Rate payable with respect thereto.


“Formula Rate”:  For any
Distribution Date and the Class A Certificates, the Mezzanine Certificates and the Class B Certificates, the lesser of
(i) LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap Rate. 


“Freddie Mac”:  The Federal Home
Loan Mortgage Corporation, or any successor thereto.


“Gross Margin”:  With respect to
each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each
Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.


“Gross Subsequent Recoveries”: 
Any unexpected recoveries related to a Liquidated Mortgage Loan received by the Master Servicer which were allocated as a Realized
Loss in reducing a Certificate Principal Balance of a Class of the Mezzanine Certificates or the Class B Certificates on a
Distribution Date prior to the Prepayment Period in which such funds were received.  Gross Subsequent Recoveries may include
but are not limited to unanticipated insurance settlements, tax refunds or mortgage bankruptcy distributions.


“Group I Closing Date Mortgage
Loans”:  Any of the Group I Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate
Cut-off Date Principal Balance of the Group I Closing Date Mortgage Loans is equal to $2,384,632,471.57.


“Group I Interest Remittance
Amount”:  With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the Group I Mortgage Loans or to Compensating Interest paid by
the Master Servicer with respect to the Group I Mortgage Loans.


“Group I Mortgage Loans”: 
Those Mortgage Loans identified as Group I Mortgage Loans on the Mortgage Loan Schedule.


“Group I Principal Allocation
Percentage”:  For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is
(x) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.


“Group I Principal Distribution
Amount”:  The sum of (i) (x) the Group I Principal Remittance Amount minus (y) the amount of any
Overcollateralization Release Amount multiplied by the Group I Principal Allocation Percentage for such Distribution Date, and (ii)
the Extra Principal Distribution Amount multiplied by the Group I Principal Allocation Percentage for such Distribution
Date.


“Group I Principal Remittance
Amount”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or
advanced on the Group I Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial
and full principal prepayments of the Group I Mortgage Loans applied by the Master Servicer during the related Prepayment
Period, (iii) the principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries received
during the related Prepayment Period with respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited to the Collection Account during the related
Prepayment Period, (v) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related
Prepayment Period with respect to the Group I Mortgage Loans and (vi) on the Distribution Date on which the Trust is to be
terminated in accordance with this Agreement, that portion of the Termination Price representing principal with respect to the
Group I Mortgage Loans.


“Group I Senior Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I‐A1 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the
Class I‐A1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of
(i) 60.40% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus $11,923,162.36.


“Group II Closing Date Mortgage
Loans”:  Any of the Group II Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate
Cut-off Date Principal Balance of the Group II Closing Date Mortgage Loans is equal to $1,115,370,528.99.


“Group II Interest Remittance
Amount”:  With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the Group II Mortgage Loans or to Compensating Interest paid by
the Master Servicer with respect to the Group II Mortgage Loans.


“Group II Mortgage Loans”: 
Those Mortgage Loans identified as Group II Mortgage Loans on the Mortgage Loan Schedule.


“Group II Principal Allocation
Percentage”:  For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is
(x) the Group II Principal Remittance Amount for such Distribution Date, and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.


“Group II Principal Distribution
Amount”:  With respect to any Distribution Date, the sum of (i) (x) the Group II Principal Remittance
Amount minus (y) the amount of any Overcollateralization Release Amount multiplied by the Group II Principal Allocation
Percentage for such Distribution Date, and (ii)  the Extra Principal Distribution Amount multiplied by the Group II Principal
Allocation Percentage for such Distribution Date.


“Group II Principal Remittance
Amount”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or
advanced on the Group II Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial
and full principal prepayments of the Group II Mortgage Loans applied by the Master Servicer during the related Prepayment
Period, (iii) the principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries received
during the related Prepayment Period with respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited to the Collection Account during the related
Prepayment Period, (v) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related
Prepayment Period with respect to the Group II Mortgage Loans and (vi) on the Distribution Date on which the Trust is to
be terminated in accordance with this Agreement, that portion of the Termination Price representing principal with respect to the
Group II Mortgage Loans.


“Group II Senior Cap
Agreement”:  The interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA
Master Agreement, dated December 23, 2004 between the Seller and the Cap Provider, attached as Exhibit B-2 hereto, as such
agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable
to the Trustee.


“Group II Senior
Certificates”:  The Class II-A1 Certificates, the Class II-A2 Certificates and the Class II-A3
Certificates.


“Group II Senior Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group II Senior Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the
Group II Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of
(i) 60.40% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus $5,576,852.64.


“Indenture”:  The indenture or a
document of similar import, if any, entered into following the Closing Date, by the NIMS Issuer relating to the NIM Notes to be
issued thereunder.


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


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


“Index”:  With respect to each
Adjustable Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage
Note.


“Initial Certificate Principal
Balance”:  With respect to any Regular Certificate, the amount designated “Initial Certificate Principal
Balance” on the face thereof.


“Initial Notional Amount”:  With
respect to any Class C Certificate, the amount designated “Initial Notional Amount” on the face thereof.


“Insurance Proceeds”:  Proceeds
of any title policy, hazard policy or other insurance policy covering a Mortgage Loan or the related Mortgaged Property (including
any related PMI Policy), to the extent such proceeds are not (i) to be applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage or (ii) Gross Subsequent
Recoveries with respect to such Mortgage Loan.


“Insured NIM Notes”:  Net
interest margin securities, if any, issued by the NIMS Issuer, which are backed, in whole or in part, by the cashflow on certain or
all of the Class C Certificates and the Class P Certificates and insured by the NIMS Insurer.


“Interest Determination Date”: 
With respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates and each Accrual Period, the
second LIBOR Business Day preceding the commencement of such Accrual Period.


“Interest Remittance Amount”: 
The Group I Interest Remittance Amount and the Group II Interest Remittance Amount.


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


“LIBOR”:  With respect to each
Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the “Interest
Settlement Rate” for United States dollar deposits of one‐month maturity set forth by the British Bankers’
Association (the “BBA”), as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
Interest Determination Date.  With respect to any Interest Determination Date, if the BBA’s Interest Settlement Rate
does not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on such date, or if Telerate Page 3750 is not available on
such date the Trustee will obtain such rate from Reuters Monitor Money Rates Service page “LIBOR01” or Bloomberg L.P.
page “BBAM.”  Alternatively, the Trustee may request the principal London office of each of the Reference Banks to
provide a quotation of its rate.  On such Interest Determination Date, LIBOR for the related Accrual Period will be
established by the Trustee as follows:


(i)         If on such Interest Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiples of 0.03125%); and


(ii)        If on such Interest Determination Date fewer than two Reference Banks provide
such offered quotations, LIBOR for the related Accrual Period shall be the higher of (i) LIBOR as determined on the previous
Interest Determination Date and (ii) the Reserve Interest Rate.


The Trustee will select a particular index as the
alternative index only if it receives an Opinion of Counsel that the selection of such index will not cause any REMIC to lose its
classification as a REMIC for federal income tax purposes.


“LIBOR Business Day”:  Any day
on which banks in The City of London, England and New York City are open for conducting transactions in foreign currency and
exchange.


“Liquidated Mortgage Loan”:  As
to any Distribution Date, any Mortgage Loan in respect of which the Master Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it
expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been
recovered.


“Liquidation Event”:  With
respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund by reason of its
being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01.  With respect to any REO Property, either of the following events:  (i) a Final Recovery
Determination is made as to such REO Property or (ii) such REO Property is removed from the Trust Fund by reason of its being
sold or purchased pursuant to Section 3.23 or Section 9.01.


“Liquidation Proceeds”:  The
amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master
Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain
or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated
by Section 2.03, Section 3.16(c), Section 3.23 or Section 9.01.


“Loan Group”:  Either Loan Group
I or Loan Group II.


“Loan Group I”:  All of the
Group I Mortgage Loans collectively.


“Loan Group II”:  All of
the Group II Mortgage Loans collectively.


“Loan‐to‐Value
Ratio”:  As of any date and as to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which
is the (x) Principal Balance of the Mortgage Loan (if such Mortgage Loan is secured by a first lien on the related Mortgaged
Property) or the sum of the Principal Balance of the Mortgage Loan and any other mortgage loan secured by a senior lien on the
related Mortgaged Property (if such Mortgage Loan is secured by a junior lien on the related Mortgaged Property) and the
denominator of which is (y) the Value of the related Mortgaged Property.


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


Marker Rate:   With respect to the Class C Interest and any Distribution Date other than the first Distribution Date, a per
annum rate equal to two (2) multiplied by the weighted average of the Pass‐Through Rates for REMIC 1 Regular Interests
LT1-IA1, LT1-IIA1, LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1, LT1-B2 and
LT1-ZZ, with (A) the rates on each such REMIC 1 Regular Interest (other the REMIC 1 Regular Interest LT1‐ZZ) subject to a cap
equal to the lesser of (i) LIBOR plus the Certificate Margin for the Corresponding Certificate for such REMIC 1 Regular Interest,
and (ii) the Net WAC Rate for the Corresponding Certificates, (B) the rate on REMIC 1 Regular Interest LT1‐ZZ subject to a
cap of zero for purposes of this calculation, and (C) the rates on all of the REMIC 1 Regular Interests multiplied by a fraction
the numerator of which is the actual number of days elapsed in the Accrual Period for each such REMIC 1 Regular Interest and the
denominator of which is 30.  With respect to the Class C Interest and the first Distribution Date, a per annum rate equal to
the weighted average of the Uncertificated Pass-Through Rates for REMIC 1 Regular Interests LT1-AA, LT1-IA1, LT1-IIA1,
LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1, LT1-B2, and LT1-ZZ, weighted on
the basis of the initial Uncertificated Principal Balances of each such interest.


“Master Servicer”:  Long Beach
Mortgage Company, a Delaware corporation, or any successor servicer appointed as herein provided, in its capacity as Master
Servicer hereunder.


“Master Servicer Event of
Default”:  One or more of the events described in Section 7.01.


“Master Servicer Prepayment Charge Payment
Amount”:  The amounts (i) payable by the Master Servicer in respect of any Prepayment Charges waived other than
in accordance with the standard set forth in Section 2.04(a)(viii) or (ii) collected from the Master Servicer in its
capacity as Seller in respect of a remedy for the breach of the representation and warranty made by the Master Servicer in its
capacity as Seller set forth in Section 2.04(a)(vii).


“Master Servicer Remittance
Date”:  With respect to any Distribution Date, 3:00 p.m. New York time on the Business Day preceding the
Distribution Date.


“Master Servicer Termination
Test”:  With respect to any Distribution Date, the Master Servicer Termination Test will be failed with respect to
the Master Servicer if the Cumulative Loss Percentage exceeds 6.125%.


“Maximum Cap Rate”: 


For any Distribution Date and the Class I-A1
Certificates, a per annum rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such
Distribution Date multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Accrual Period.


For any Distribution Date and the Group II Senior
Certificates, a per annum rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group II
Mortgage Loans, weighted on the basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month
of such Distribution Date multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual
number of days elapsed in the related Accrual Period.


For any Distribution Date and the Mezzanine Certificates
and the Class B Certificates, a per annum rate equal to (a) the weighted average (weighted on the basis of the results of
subtracting from the aggregate principal balance of each Loan Group the sum of the current Certificate Principal Balances of the
related Classes of the Class A Certificates) of (1) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I
Mortgage Loans and (2) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans multiplied by
(b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related
Accrual Period.


“Maximum LT1-ZZ Uncertificated Accrued Interest
Deferral Amount”: With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest calculated
with the Uncertificated Pass-Through Rate for REMIC 1 Regular Interest LT1-ZZ and an Uncertificated Principal Balance equal to the
excess of (x) the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-ZZ over (y) the REMIC 1 Overcollateralized
Amount, in each case for such Distribution Date, over (ii) Uncertificated Accrued Interest on REMIC 1 Regular Interests LT1-IA1,
LT1-IIA1, LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1 and LT1-B2, with the
rate on each such REMIC 1 Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for the
Corresponding Certificate for such REMIC 1 Regular Interest, and (ii) the Net WAC Rate for the Corresponding Certificates;
provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with
respect to all of the REMIC 1 Regular Interests shall be multiplied by a fraction, the numerator of which is the actual number of
days in the Accrual Period and the denominator of which is 30.


“Maximum Mortgage Rate”:  With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.


“Mezzanine Certificates”:  The
Class M‐1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M‐4 Certificates, the Class
M-5 Certificates, the Class M‐6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates and the Class M‐9
Certificates.


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


“Monthly Interest Distributable
Amount”:  With respect to any Distribution Date and the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance of such Class immediately prior to such Distribution Date.  With respect to the Class C Interest
and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the
Notional Amount of such Class immediately prior to such Distribution Date.  With respect to the Class C Certificates and any
Distribution Date, the Monthly Interest Distributable Amount shall equal the Monthly Interest Distributable Amount for the Class C
Interest.


In all cases, the Monthly Interest Distributable Amount
for any Class of Certificates and the Class C Interest shall be reduced by any Net Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls allocated to such Class under Section 1.03.


“Monthly Payment”:  With respect
to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:  (a) after giving effect to (i) any
Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted
or agreed to by the Master Servicer pursuant to Sections 3.01 and 3.07; and (c) on the assumption that all other amounts, if
any, due under such Mortgage Loan are paid when due.


“Moody’s”:  Moody’s
Investors Service, Inc. or its successor in interest.


“Mortgage”:  The mortgage, deed
of trust or other instrument creating a first lien or second lien on, or first priority security interest in or second priority
security interest in, a Mortgaged Property securing a Mortgage Note.


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


“Mortgage Loan”:  Each mortgage
loan transferred and assigned to the Trustee and delivered to the Trustee or another Custodian pursuant to Section 2.01 or
Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.


“Mortgage Loan Purchase
Agreement”:  The agreement between the Master Servicer, in its capacity as Seller, and the Depositor, regarding the
transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form attached hereto as
Exhibit C.


“Mortgage Loan Schedule”:  As of
any date, the list of Mortgage Loans included in REMIC 1 on such date, attached hereto as Exhibit D.  The Mortgage Loan
Schedule shall be prepared by the Seller and shall set forth the following information as of the Cut‐off Date with
respect to each Mortgage Loan, as applicable:


(i)           the Mortgagor’s name and the originator’s
Mortgage Loan identifying number;


(ii)           the street address of the Mortgaged Property including the
state and zip code;


(iii)          a code indicating whether the Mortgaged Property is
owner‐occupied;


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


(v)          the original months to maturity;


(vi)          the Loan‐to‐Value Ratio and the combined
Loan‐to‐Value Ratio at origination;


(vii)         the Mortgage Rate in effect immediately following the Cut‐off
Date;


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


(ix)          the stated maturity date;


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


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


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


(xiii)        the Stated Principal Balance of the Mortgage Loan as of the Close of
Business on the Cut‐off Date;


(xiv)        whether such Mortgage Loan is a Fixed Rate Mortgage Loan or an Adjustable
Rate Mortgage Loan, and with respect to each Adjustable Rate Mortgage Loan:  (a) the Gross Margin, (b) the Maximum
Mortgage Rate, (c) the Minimum Mortgage Rate, (d) the Periodic Rate Cap for the first Adjustment Date and each subsequent
Adjustment Date and (e) the next Adjustment Date immediately following the Cut‐off Date;


(xv)         a code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash‐out refinancing);


(xvi)        the Mortgage Rate at origination;


(xvii)       a code indicating the documentation program;


(xviii)      the Seller’s risk grade and the FICO score;


(xix)        the Origination Value of the Mortgaged Property;


(xx)         the sale price of the Mortgaged Property, if applicable;


(xxi)        whether such Mortgage Loan is secured by a first lien or a second lien on
the related Mortgaged Property;


(xxii)       the date of origination;


(xxiii)      the stated remaining months to maturity as of the Cut‐off Date;


(xxiv)      the current principal and interest payment of the Mortgage Loan as of the Cut‐off
Date;


(xxv)       the interest “paid to date” of the Mortgage Loan as of the
Cut‐off Date;


(xxvi)      a code indicating whether the Mortgage Loan is a Group I Mortgage Loan or a
Group II Mortgage Loan;


(xxvii)     a code indicating the Index that is associated with such Mortgage Loan (if such Mortgage
Loan is an Adjustable Rate Mortgage Loan);


(xxviii)     the rate adjustment frequency (if such Mortgage Loan is an Adjustable Rate Mortgage
Loan);


(xxix)      the number of years the prepayment penalty is in effect; and


(xxx)       a code indicating that such Mortgage Loan is covered under the PMI
Policy.


The Mortgage Loan Schedule shall set forth the
following information, with respect to the Mortgage Loans in the aggregate as of the Cut‐off Date:  (1) the number
of Mortgage Loans; (2) the Cut‐off Date Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage
Rate of the Mortgage Loans and (4) the weighted average maturity of the Mortgage Loans.  The Mortgage Loan
Schedule shall be amended from time to time by the Master Servicer in accordance with the provisions of this Agreement. 
With respect to any Qualified Substitute Mortgage Loan, Cut‐off Date shall refer to the related Cut‐off Date for such
Mortgage Loan, determined in accordance with the definition of Cut‐off Date herein.  The Mortgage Loan Schedule shall
clearly identify the Mortgage Loans that are included in Group I Mortgage Loans and those that are included in Group II
Mortgage Loans.


“Mortgage Note”:  The original
executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.


“Mortgage Pool”:  The pool of
Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof.


“Mortgage Rate”:  With respect
to each Fixed Rate Mortgage Loan, the annual rate set forth in the related Mortgage Note, as amended, modified or supplemented from
time to time.  With respect to each Adjustable Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage
Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of
determination until the first Adjustment Date following the Cut‐off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut‐off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next
highest or nearest 0.125% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note,
plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note.  With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan became an REO Property.


“Mortgaged Property”:  The
underlying property securing a Mortgage Loan, including any REO Property, consisting of a fee simple or leasehold estate in a
parcel of real property improved by a Residential Dwelling.


“Mortgagor”:  The obligor on a
Mortgage Note.


“Net Liquidation Proceeds”: 
With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property), the
related Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and any other servicing fees received and retained
in connection with the liquidation of such Mortgage Loan or Mortgaged Property in accordance with the terms of this
Agreement.


“Net Monthly Excess Cashflow”: 
With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date,
(b) any Remaining Principal Distribution Amount and (c) the positive excess of (x) Available Funds for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class
A Certificates and (C) the Principal Remittance Amount.


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


“Net Prepayment Interest
Shortfall”:  With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date over the related Compensating Interest.


“Net WAC
Rate”: 


For any Distribution Date and the Class I-A1
Certificates, a per annum rate equal to (a)  the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such
Distribution Date multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Accrual Period.  For federal income tax purposes, the Net WAC Rate for the Class I-A1 Certificates
shall be expressed as a rate equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-1GRP multiplied
by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related
Accrual Period.


For any Distribution Date and the Group II Senior
Certificates, a per annum rate equal to (a) the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such
Distribution Date multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Accrual Period.  For federal income tax purposes, the Net WAC Rate for the Group II Senior
Certificates shall be expressed as a rate equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest
LT1-2GRP multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed
in the related Accrual Period.


For any Distribution Date and the Mezzanine Certificates
and the Class B Certificates, the Subordinated Net WAC Rate.


“Net WAC Rate Carryover
Amount”:  With respect to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and any
Distribution Date for which the Pass‐Through Rate for such Class of Certificates for such Distribution Date is the related
Net WAC Rate, the sum of (i) the positive excess of (A) the amount of interest that would have been payable to such Class
of Certificates on such Distribution Date if the Pass‐Through Rate for such Class of Certificates for such Distribution Date
were calculated at the related Formula Rate over (B) the amount of interest payable on such Class of Certificates at the
related Net WAC Rate for such Distribution Date and (ii) the related Net WAC Rate Carryover Amount for the previous
Distribution Date not previously paid together with interest thereon at a rate equal to the related Formula Rate for such Class of
Certificates for the most recently ended Accrual Period.


“New Lease”:  Any lease of REO
Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the
right to renegotiate the terms of such lease.


“NIM Notes”:  The Insured NIM
Notes and the Other NIM Notes. 


“NIMS Insurer”:  A Person, or
any of its successors that shall be the insurer under an insurance policy insuring certain payments on Insured NIM Notes, if any,
provided, however, upon the occurrence of certain events (as set forth in the Indenture and/or any other agreement among such
Person, the NIMS Issuer, the Master Servicer, the Trustee and/or other Persons), the NIMS Insurer shall be the Person designated in
the Indenture or such other agreement.  If none of the net interest margin securities have been issued by the NIMS Issuer,
that are insured by an insurance policy, there shall be no NIMS Insurer under this Agreement, all references to the NIMS Insurer or
Insured NIM Notes in this agreement are for administrative convenience only, shall be completely disregarded and no Person shall
have any rights of the NIMS Insurer under this Agreement.


“NIMS Insurer Default”:  The
existence and continuation of any default by the NIMS Insurer (including a failure by the NIMS Insurer to make a payment) under an
insurance policy or policies issued in connection with the Indenture.


“NIMS Issuer”:  One or more
Affiliates of the Depositor and/or one or more entities sponsored by an Affiliate of the Depositor.


“Nonrecoverable Advance”:  Any
Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good
faith business judgment of the Master Servicer, will not or, in the case of a proposed Advance or Servicing Advance, would not be
ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.


“Notional Amount”:  With respect
to the Class C Interest, immediately prior to any Distribution Date, an amount equal to the aggregate of the Uncertificated
Principal Balances of the REMIC 1 Regular Interests.  With respect to the Class C Certificates, immediately prior to any
Distribution Date, an amount equal to the Notional Amount of the Class C Interest.


“Officers’ Certificate”: 
A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however
denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Master
Servicer, the Seller or the Depositor, as applicable.


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


“Optional Termination Date”: 
The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in the Trust Fund is equal to or less than 10% of the Cut-off Date Principal Balance of the Closing Date Mortgage Loans.


“Original Class Certificate Principal
Balance”:  With respect to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the
Class P Certificates, the corresponding Certificate Principal Balance on the Closing Date.


“Original Class Notional
Amount”:  With respect to the Class C Interest, $3,500,003,000.56.


“Origination Value”:  With
respect to any Mortgaged Property, the lesser of (i) the Appraised Value thereof and (ii) the value thereof as determined and
assigned at origination by a review appraisal conducted by the Seller.


“Other NIM Notes”:  Net Interest
Margin Securities, if any, issued by the NIMS Issuer, which are backed, in whole or in part, by the cashflow on certain Class C
Certificates and the Class P Certificates and not insured by any NIMS Insurer.


“Overcollateralization Deficiency
Amount”:  With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming that 100% of the aggregate Principal Remittance
Amount is applied as a principal payment on such Distribution Date).


“Overcollateralization Floor”: 
$17,500,015.00.


“Overcollateralization Release
Amount”:  With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount.


“Overcollateralization Target
Amount”:  With respect to any Distribution Date (i) prior to the Stepdown Date, 1.75% of the aggregate Cut-off
Date Principal Balance of the Closing Date Mortgage Loans, (ii) on or after the Stepdown Date provided a Trigger Event is not
in effect, the greater of (x) the lesser of (I) approximately 1.75% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date and (II) approximately 3.50% of the aggregate Stated Principal Balance of the Mortgage
Loans on the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
and (y) the Overcollateralization Floor, and (iii) on or after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution Date. 


“Overcollateralized Amount”: 
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance of the Mortgage
Loans on the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period)
exceeds (ii) the sum of the aggregate Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates and the Uncertificated Principal Balance of the Class P Interest as of such Distribution Date (after
giving effect to distributions to be made on such Distribution Date, other than distributions of the Extra Principal Distribution
Amount, if any).


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


“Pass‐Through Rate”:


With respect to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates for any Distribution Date (other than the first Distribution Date), the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the related Net WAC Rate for such Distribution
Date.


With respect to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates and the first Distribution Date, the related Formula Rate for such Distribution
Date.


For federal income tax purposes, the Pass-Through Rate
will be calculated without respect to any amounts paid in excess of the applicable strike rate set forth in the Cap Agreements,
which such amounts shall be deemed to be paid in respect of Net WAC Rate Carryover Amounts and paid outside of any REMIC created
herein.


With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (A) through (R) below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interests LT1-AA, LT1-IA1, LT1-IIA1, LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4,
LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1, LT1-B2, LT1-ZZ and LT1-P.  For purposes of calculating the Pass‐Through
Rate for the Class C Interest, the numerator is equal to the sum of the following components:


(A)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-AA minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-AA;


(B)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-IA1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-IA1;


(C)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-IIA1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-IIA1;


(D)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-IIA2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-IIA2;


(E)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-IIA3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-IIA3;


(F)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-M1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M1;


(G)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-M2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M2;


(H)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-M3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M3;


(I)        the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1
Regular Interest LT1-M4 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1-M4;


(J)        the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1
Regular Interest LT1-M5 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1-M5;


(K)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-M6 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M6;


(L)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-M7 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M7;


(M)      the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular Interest LT1-M8
minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest
LT1-M8;


(N)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular Interest
LT1-M9 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest
LT1-M9;


(O)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular Interest
LT1-B1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest
LT1-B1;


(P)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-B2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-B2;


(Q)       the Uncertificated REMIC 1 Pass‐Through Rate for REMIC 1 Regular
Interest LT1-ZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-ZZ; and


(R)       100% of the interest on REMIC 1 Regular Interest LT1-P.


The Class C Certificates will
not have a Pass‐Through Rate, but will be entitled to 100% of the distributions on the Class C Interest.


“Percentage Interest”:  With
respect to any Certificate (other than a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is
the Initial Certificate Principal Balance or Initial Notional Amount represented by such Certificate and the denominator of which
is the Original Class Certificate Principal Balance or Original Class Notional Amount of the related Class.  With respect to a
Residual Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, with respect to each Class referred to in this paragraph, that the sum of all such
percentages for each such Class totals 100%.


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


“Permitted Investments”:  Any
one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Master Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates or for
which an Affiliate of the NIMS Insurer or the Trustee serves as an advisor:


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


(ii)        (A) demand and time deposits in, certificates of deposit of,
bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or
its agents acting in their commercial capacities) incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or
contractual commitment providing for such investment, such depository institution or trust company (or, if the only Rating Agency
is S&P, in the case of the principal depository institution in a depository institution holding company, debt obligations of
the depository institution holding company) or its ultimate parent has a short‐term uninsured debt rating in the highest
available rating category of Fitch, Moody’s and S&P and provided that each such investment has an original maturity of no
more than 365 days; and provided further that, if the only Rating Agency is S&P and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable
rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short‐term
obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short‐term
rating of such institution shall be A‐1+ in the case of S&P if S&P is the Rating Agency; and (B) any other
demand or time deposit or deposit which is fully insured by the FDIC;


(iii)       repurchase obligations with a term not to exceed 30 days with respect to any
security described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
rated F‐1+ or higher by Fitch, rated A‐1+ by S&P and rated A2 or higher by Moody’s;


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


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


(vi)       units of taxable money market funds (which may be 12b‐1 funds, as
contemplated under the rules promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940), which
funds have the highest rating available for such securities from the Rating Agencies or which have been designated in writing by
the Rating Agencies as Permitted Investments; and


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


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


The Trustee or its Affiliates are permitted to receive
additional compensation (such compensation shall not be an expense of the Trust or constitute an Extraordinary Trust Fund Expense)
that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted
Investments.


“Permitted Transferee”:  Any
transferee of a Residual Certificate other than a Disqualified Organization or a non‐U.S. Person.


“Person”:  Any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


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


“PMI Insurer”:  None of the
Mortgage Loans are insured by a primary mortgage insurance policy.  References to the PMI Insurer, PMI Insurer Fee, PMI
Insurer Fee Rate, PMI Mortgage Loans and PMI Policy are left in this Agreement for administrative convenience and shall be
completely disregarded.  There are no PMI Mortgage Loans or any PMI Insurer under this Agreement and no Person shall have any
rights of the PMI Insurer under this Agreement.


“PMI Insurer Fee”:  The amount
payable to the PMI Insurer on each Distribution Date, which amount shall equal one twelfth of the product of (i) the PMI
Insurer Fee Rate, multiplied by (ii) the aggregate Stated Principal Balance of the PMI Mortgage Loans and any related REO
Properties as of the first day of the related Due Period plus any applicable premium taxes on the PMI Mortgage Loans located in the
States of West Virginia and Kentucky.


“PMI Insurer Fee Rate”:  0.00%
per annum.


“PMI Mortgage Loans”:  The
Mortgage Loans insured by the PMI Insurer set forth on the list of Mortgage Loans attached hereto as Schedule IV.  There
are no PMI Mortgage Loans under this Agreement.


“PMI Policy”:  Not
applicable.


“Preference Claim”:  As defined
in Section 4.02 hereof.


“Prepayment Assumption”:  The
pricing prepayment assumption as described in the Prospectus Supplement.


“Prepayment Charge”:  With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or partial prepayment of such Mortgage
Loan in accordance with the terms thereof (other than any Master Servicer Prepayment Charge Payment Amount).


“Prepayment Charge Schedule”: 
As of the Cut‐off Date, a list attached hereto as Schedule I (including the Prepayment Charge Summary attached thereto),
setting forth the following information with respect to each Prepayment Charge:


(i)         the Mortgage Loan identifying number;


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


(iii)       the state of origination of the related Mortgage Loan;


(iv)       the date on which the first monthly payment was due on the related Mortgage
Loan;


(v)        the term of the related Prepayment Charge; and


(vi)       the principal balance of the related Mortgage Loan as of the Cut‐off
Date.


The Prepayment Charge Schedule shall be amended
from time to time by the Master Servicer in accordance with the provisions of this Agreement and a copy of each related amendment
shall be furnished by the Master Servicer to the NIMS Insurer and the Trustee.


“Prepayment Interest
Shortfall”:  With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part that was applied by the Master Servicer to reduce the outstanding
principal balance of such loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to interest at
the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the lesser of (i) the number of days
commencing on the date on which the prepayment is applied and ending on the last day of the related Prepayment Period and
(ii) 30 days.  The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.


“Prepayment Period”:  With
respect to any Distribution Date, the calendar month immediately preceding the calendar month in which such Distribution Date
occurs.


“Prime Rate”:  The prime rate of
United States money center commercial banks as published in The Wall Street Journal.


“Principal Balance”:  As to any
Mortgage Loan other than a Liquidated Mortgage Loan, and any day, the related Cut‐off Date Principal Balance, minus
all collections credited against the Cut‐off Date Principal Balance of any such Mortgage Loan.  For purposes of this
definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related
Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter.  As to any
REO Property and any day, the Principal Balance of the related Mortgage Loan shall equal the Principal Balance of the related
Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with
respect thereto on or prior to such day.


“Principal Distribution
Amount”:  With respect to any Distribution Date, the sum of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount.


“Principal Prepayment”:  Any
payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or
months subsequent to the month of prepayment.


“Principal Remittance Amount”: 
With respect to any Distribution Date, the sum of the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount.


“Prospectus Supplement”:  That
certain Prospectus Supplement dated January 3, 2005 relating to the public offering of the Class A Certificates and the Mezzanine
Certificates.


“Purchase Price”:  With respect
to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03,
Section 3.16(c) or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the
Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such
other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last
paid by the Mortgagor or by an advance by the Master Servicer through the end of the calendar month in which the purchase is to be
effected and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Net
Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the Mortgagor or by an advance by
the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in
which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total
of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been
distributed in respect of REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances,
Advances and Nonrecoverable Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any
amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to
Section 3.11 (a)(ix) and Section 3.16(b), (v) in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, enforcement expenses reasonably incurred or to be incurred by the NIMS Insurer, the Master Servicer or the
Trustee in respect of the breach or defect giving rise to the purchase obligation and (vi) in the case of a Mortgage Loan required
to be repurchased pursuant to Section 2.03 because such Mortgage Loan is in breach of the representation in Section 6(xlvi) of
the Mortgage Loan Purchase Agreement, any additional costs or damages in excess of the amounts to be paid pursuant to clauses (i)
through (v) above (including attorney’s fees) incurred by the Trust as a result of the Trust’s status as an assignee or
purchaser of such Mortgage Loans.


Notwithstanding the foregoing, if an amount of Mortgage
Loans (measured by the aggregate principal balance) that is in excess of 2.00% of the aggregate principal balance of the Closing
Date Mortgage Loans as of the Cut-Off Date has previously been repurchased (exclusive of any Mortgage Loans purchased by the Master
Servicer pursuant to Section 3.16(c)) or substituted for, then in addition to those requirements set forth above, the Purchase
Price shall include the amount of any related Prepayment Charge (other than with respect to a Purchase Price paid in connection
with Section 9.01).


“Qualified Insurer”:  Any
insurance company acceptable to Fannie Mae and Freddie Mac.


“Qualified Substitute Mortgage
Loan”:  A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement or the
Mortgage Loan Purchase Agreement which must, on the date of such substitution, (i) have an outstanding principal balance (or
in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), after
application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of,
and not more than 5.00% less than, the outstanding principal balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage
point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an
Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not greater than the Maximum Mortgage Rate on the Deleted Mortgage Loan
and have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (iv) if the Qualified
Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment
Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vi) have a remaining term to
maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (vii) be current (with no
contractual delinquencies outstanding) as of the date of substitution, (viii) have a Loan‐to‐Value Ratio as of the date
of substitution equal to or lower than the Loan‐to‐Value Ratio of the Deleted Mortgage Loan as of such date,
(ix) have a risk grading determined by the Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan,
(x) have been underwritten or reunderwritten by the Seller in accordance with the same or, as determined by the Seller, more
favorable, underwriting guidelines as the Deleted Mortgage Loan, (xi) with respect to Qualified Substitute Mortgage Loans
substituted for Deleted Mortgage Loans that are Group I Mortgage Loans, have had an original Principal Balance that conformed
to Fannie Mae and Freddie Mac loan limits as of the date of its origination, (xii) be secured by the same property type as the
Deleted Mortgage Loan, (xiii) have a lien priority equal to or superior to that of the Deleted Mortgage Loan, (xiv) be
covered by the PMI Policy if the Deleted Mortgage Loan was covered by the PMI Policy, and (xv) conform to each representation
and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan.  In
the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause
(i) hereof shall be determined on the basis of aggregate principal balances (applied separately for the Group I Mortgage
Loans and Group II Mortgage Loans), the Mortgage Rates described in clauses (ii) through (v) hereof shall be satisfied
for each such mortgage loan, the risk gradings described in clause (ix) hereof shall be satisfied as to each such mortgage
loan, the terms described in clause (vi) hereof shall be determined on the basis of weighted average remaining term to maturity
(provided that no such mortgage loan may have a remaining term to maturity longer than the Deleted Mortgage Loan), the
Loan‐to‐Value Ratios described in clause (viii) hereof shall be satisfied as to each such mortgage loan and, except to
the extent otherwise provided in this sentence, the representations and warranties described in clause (xv) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.


Notwithstanding the foregoing, if an amount of Mortgage
Loans (measured by the aggregate principal balance) that is in excess of 2.00% of the aggregate principal balance of the Closing
Date Mortgage Loans as of the Cut-Off Date has previously been repurchased (exclusive of any Mortgage Loans purchased by the Master
Servicer pursuant to Section 3.16(c)) or substituted for, then in addition to clauses (i) through (xiv) above, each Qualified
Substitute Mortgage Loan shall also have a Prepayment Charge provision at least as favorable to the Holders of the Class P
Certificates as the Prepayment Charge provisions in the Deleted Mortgage Loan.


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


“Realized Loss”:  With respect
to any Liquidated Mortgage Loan, the amount of loss realized equal to the portion of the Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds and Insurance Proceeds in respect of such Mortgage Loan.


“Record Date”:  With respect to
(i) the Class B-2 Certificates (unless such Class B-2 Certificates are issued as Book-Entry Certificates after the Closing Date),
the Class C Certificates, the Class P Certificates, the Residual Certificates and any Definitive Certificates, the Close of
Business on the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and
(ii) with respect to the Class A Certificates, the Mezzanine Certificates, the Class B-1 Certificates and, after the Class B-2
Certificates are issued as Book-Entry Certificates, the Class B-2 Certificates, the Close of Business on the Business Day
immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive Certificates
for a Class A Certificate, a Mezzanine Certificate or a Class B-1 Certificate are available pursuant to Section 5.02, the
Record Date for such Certificates shall be the last Business Day of the calendar month preceding the month in which the related
Distribution Date occurs. 


“Recording Documents”:  As
defined in Section 2.01 hereof.


“Reference Banks”:  Those banks
(i) with an established place of business in London, England, (ii) not controlling, under the control of or under common
control with the Depositor, the Seller or the Master Servicer or any affiliate thereof and (iii) which have been designated as
such by the Trustee with the consent of the NIMS Insurer; provided, however, that if fewer than two of such banks
provide a LIBOR rate, then any leading banks selected by the Trustee with the consent of the NIMS Insurer which are engaged in
transactions in United States dollar deposits in the international Eurocurrency market.


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


“Regular Certificates”:  The
Class A Certificates, the Mezzanine Certificates, the Class B Certificates, the Class C Certificates and the Class P
Certificates.


“Relief Act”:  The
Servicemembers’ Civil Relief Act of 2003.


“Relief Act Interest
Shortfall”:  With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a
reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of
the Relief Act, the amount by which (i) interest collectible on such Mortgage Loan during such Due Period is less than
(ii) one month’s interest on the Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan
before giving effect to the application of the Relief Act.


“Remaining Principal Distribution
Amount”:  With respect to any Distribution Date, an amount equal to the Principal Distribution Amount remaining
after the distributions set forth in Section 4.01(c)(i) and (ii).


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


“REMIC 1”:  The segregated pool
of assets subject hereto, constituting a primary trust created hereby and to be administered hereunder, with respect to which a
REMIC election is to be made consisting of:  (i) such Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any
REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the
Mortgage Loans under all insurance policies, including the PMI Policy, required to be maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor’s rights with respect to the Mortgage Loans under the Mortgage Loan Purchase
Agreement (including any security interest created thereby), and (v) the Collection Account, the Distribution Account (subject to
the last sentence of this definition) and any REO Account and such assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and payments with respect thereto.  Notwithstanding the
foregoing, however, a REMIC election will not be made with respect to the Reserve Fund and Master Servicer Prepayment Charge
Payment Amounts.


“REMIC 1 Interest Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-AA minus the Marker Rate, divided by (b) 12.


“REMIC 1 Overcollateralization Target
Amount”:  0.50% of the Overcollateralization Target Amount.


“REMIC 1 Overcollateralized
Amount”:  With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal
Balances of the REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-IA1, REMIC 1 Regular Interest LT1-IIA1, REMIC 1
Regular Interest LT1-IIA2, REMIC 1 Regular Interest LT1-IIA3, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2,
REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6,
REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1-B1,
REMIC 1 Regular Interest LT1-B2, REMIC 1 Regular Interest LT1-ZZ and REMIC 1 Regular Interest LT1-P minus (ii) the aggregate
of the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-IA1, REMIC 1 Regular Interest LT1-IIA1, REMIC 1 Regular
Interest LT1-IIA2, REMIC 1 Regular Interest LT1-IIA3, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1
Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1
Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1-B1, REMIC 1
Regular Interest LT1-B2 and REMIC 1 Regular Interest LT1-P, in each case as of such date of determination.


“REMIC 1 Principal Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) 0.50% of the aggregate
Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of
which is 2 times the aggregate of the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-IA1, LT1-IIA1,
LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1 and LT1-B2 and the denominator
of which is the aggregate of the Uncertificated Principal Balances of REMIC 1 Regular Interests LT1-IA1, LT1-IIA1, LT1-IIA2,
LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1, LT1-B2 and LT1-ZZ.


“REMIC 1 Regular Interest
LT1-1GRP”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-1GRP shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-1SUB”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-1SUB shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1‐2GRP”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder
and designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1‐2GRP shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-2SUB”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-2SUB shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-IA1”:
One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-IA1 shall accrue interest at the related Uncertificated REMIC 1
Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.


“REMIC 1 Regular Interest
LT1-IIA1”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-IIA1 shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-IIA2”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-IIA2 shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-IIA3”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-IIA3 shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-AA”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-AA shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance
as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-B1”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-B1 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-B2”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-B2 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M1”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M1 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M2”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M2 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M3”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M3 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M4”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M4 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M5”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M5 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M6”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M6 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M7”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M7 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M8”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M8 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-M9”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-M9 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1‐P”: One of the separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1‐P shall accrue interest at the related
Uncertificated REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to any Prepayment Charges
relating to the Mortgage Loans collected by the Master Servicer and to a distribution of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.


“REMIC 1 Regular Interest
LT1-XX”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-XX shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interest
LT1-ZZ”:  One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1.  REMIC 1 Regular Interest LT1-ZZ shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


“REMIC 1 Regular Interests”: 
REMIC 1 Regular Interest LT1-AA, REMIC Regular Interest LT1-IA1, REMIC 1 Regular Interest LT1-IIA1, REMIC 1 Regular
Interest LT1-IIA2, REMIC 1 Regular Interest LT1-IIA3, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC
1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC
1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1-B1, REMIC
1 Regular Interest LT1-B2, REMIC 1 Regular Interest LT1-ZZ, REMIC 1 Regular Interest LT1‐P, REMIC 1 Regular Interest
LT1-1SUB, REMIC 1 Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1
Regular Interest LT1-XX.


“REMIC 1 Subordinated Ratio”: 
With respect to any Distribution Date, the ratio that (i) the excess of (a) the aggregate Stated Principal Balance of the Mortgage
Loans in a Loan Group as of that Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A Certificates
related to such Loan Group immediately prior to such Distribution Date, bears to (ii) the aggregate Stated Principal Balance of the
Mortgage Loans in the Loan Group as of that Distribution Date.


“REMIC 2”:  The segregated
pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates (other than the Class C Certificates and the Class P Certificates), REMIC CX, as the
holder of the Class C Interest, REMIC PX, as the holder of the Class P Interest, and the Class R Certificateholders, as holders of
the Class R‐2 Interest, pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a
separate REMIC election is to be made.


“REMIC 2 Regular
Interests”:  The Class C Interest and the Class P Interest.


“REMIC CX”:  The segregated
pool of assets consisting of the Class C Interest, conveyed in trust to the Trustee, for the benefit of the Holders of the Class C
Certificates and the Class R‐CX Certificates, pursuant to Article II hereunder, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.


“REMIC Provisions”:  Provisions
of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as
the foregoing may be in effect from time to time.


“REMIC PX”:  The segregated pool
of assets consisting of the Class P Interest, conveyed in trust to the Trustee, for the benefit of the Holders of the Class P
Certificates and the Class R‐PX Certificates, pursuant to Article II hereunder, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.


“REMIC Regular Interests”:  The
REMIC 1 Regular Interests and the REMIC 2 Regular Interests.


“Remittance”:  As defined in
Section 7.02(b) hereof.


“Remittance Report”:  A report
prepared by the Master Servicer and delivered to the NIMS Insurer and the Trustee pursuant to Section 4.04.


“Rents from Real Property”: 
With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.


“REO Account”:  The account or
accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.


“REO Disposition”:  The sale or
other disposition of an REO Property on behalf of the Trust Fund.


“REO Imputed Interest”:  As to
any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Fund, one month’s
interest at the applicable Net Mortgage Rate on the Principal Balance of such REO Property (or, in the case of the first such
calendar month, of the related Mortgage Loan if appropriate) as of the Close of Business on the Distribution Date in such calendar
month.


“REO Principal Amortization”: 
With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 9.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.23 in respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Master Servicer pursuant to Section 3.23 for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage
Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.


“REO Property”:  A Mortgaged
Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed‐in‐lieu of
foreclosure, as described in Section 3.23.


“Request for Release”:  A
release signed by a Servicing Representative, in the form of Exhibit E‐1 or E‐2 attached hereto.


“Reserve Fund”:  The reserve
fund established pursuant to Section 3.26.


“Reserve Interest Rate”:  With
respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 0.03125%) of the one‐month United States dollar lending
rates which banks in New York City selected by the Trustee with the consent of the NIMS Insurer are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the
event that the Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial
Interest Determination Date, the lowest one‐month United States dollar lending rate which such New York banks selected by the
Trustee with the consent of the NIMS Insurer are quoting on such Interest Determination Date to leading European banks.


“Residential Dwelling”:  Any one
of the following:  (i) a detached one‐family dwelling, (ii) a detached two‐ to four‐family
dwelling, (iii) a one‐family dwelling unit in a Fannie Mae eligible condominium project or a Freddie Mac eligible
condominium project, (iv) a manufactured home, or (v) a detached one‐family dwelling in a planned unit development,
none of which is a co‐operative or mobile home.


“Residual Certificates”:  The
Class R Certificates, the Class R‐CX Certificates and the Class R‐PX Certificates.


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


“Responsible Officer”:  When
used with respect to the Trustee, any managing director, director, associate, principal, vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject.


“S&P”:  Standard &
Poor’s, a division of The McGraw‐Hill Companies, Inc., or its successor in interest.


“Seller”:  Long Beach Mortgage
Company, a Delaware corporation, or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase
Agreement.


“Servicing Account”:  The
account or accounts created and maintained pursuant to Section 3.09.


“Servicing Advances”:  All
customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by the Master Servicer in the performance of its servicing obligations in connection with a default,
delinquencies or other unanticipated event or where reimbursement is otherwise permitted in accordance with any of the terms of
this Agreement, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the
Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and
liquidation of the REO Property and (iv) compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and
3.23.


“Servicing Fee”:  With respect
to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of
interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number
of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such
Mortgage Loan accrues for such calendar month.  A portion of such Servicing Fee may be retained by any Sub‐Servicer as
its servicing compensation.


“Servicing Fee Rate”:  0.50% per
annum.


“Servicing Representative”:  Any
officer or employee of the Master Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans,
whose name and specimen signature appear on a list of servicing representatives furnished by the Master Servicer to the Trustee and
the Depositor on the Closing Date, as such list may from time to time be amended.


“Startup Day”:  As defined in
Section 10.01(b) hereof.


“Stated Principal Balance”: 
With respect to any Mortgage Loan:  (a) as of any date of determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the related
Cut‐off Date Principal Balance, as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of
each Monthly Payment due on a Due Date subsequent to the Cut‐off Date, to the extent received from the Mortgagor or advanced
by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all
Principal Prepayments received after the Cut‐off Date, to the extent distributed pursuant to Section 4.01 on or before
such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the extent distributed pursuant to
Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Due Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the
Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.  With respect to any REO Property:  (a) as of any date of determination up to but not including the
Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO
Property was acquired on behalf of the Trust Fund, minus the aggregate amount of REO Principal Amortization in respect of such REO
Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date
of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.


“Stayed Funds”:  If the Master
Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of a Remittance (as defined in
Section 7.02(b)) is prohibited by Section 362 of the federal Bankruptcy Code, funds that are in the custody of the Master
Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such
prohibition.


“Stepdown Date”:  The earlier of
(a) the later of (i) the Distribution Date in February 2008 and (ii) the first Distribution Date on which the Credit
Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans due
on the related Due Date or received during the related Prepayment Period but prior to distribution of the Principal Distribution
Amount in respect of the Certificates then entitled to distributions of principal on such Distribution Date) is greater than or
equal to 39.60% and (b) the date on which the aggregate Certificate Principal Balance of the Class A Certificates has been
reduced to zero.


“Subordinate Cap
Agreement”:  The interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA
Master Agreement, dated December 23, 2004 between the Seller and the Cap Provider, attached as Exhibit B-3 hereto, as such
agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable
to the Trustee.


“Subordinated Net WAC
Rate”:  For any Distribution Date and the Mezzanine Certificates and
the Class B Certificates, a per annum rate equal to (i) the weighted average (weighted on the basis of Uncertificated Principal
Balances) of (a) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-1SUB for such Distribution Date
(with such rate subject to a cap and a floor equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest
LT1-1GRP), and (b) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-2SUB (with such rate subject to a
cap and a floor equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-2GRP), (ii) multiplied by a
fraction the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual
Period.


“Sub‐Servicer”:  Any
Person with which the Master Servicer has entered into a Sub‐Servicing Agreement and which meets the qualifications of a
Sub‐Servicer pursuant to Section 3.02.


“Sub‐Servicing Account”: 
An account or accounts established by a Sub‐Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the applicable Master Servicer.


“Sub‐Servicing
Agreement”:  The written contract between the Master Servicer and a Sub‐Servicer relating to servicing and
administration of certain Mortgage Loans as provided in Section 3.02.


“Subsequent Recoveries”:  The
Gross Subsequent Recoveries net of amounts payable or reimbursable to the Master Servicer for related (i) Advances, (ii) Servicing
Advances and (iii) Servicing Fees.


“Substitution Adjustments”:  As
defined in Section 2.03(d) hereof.


“Tax Returns”:  The federal
income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of the REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or
returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state or local tax laws.


“Telerate Page 3750”:  The
display designated as page “3750” on the Dow Jones Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered rates of major banks).


“Termination Price”:  As defined
in Section 9.01(a) hereof.


“Terminator”:  As defined in
Section 9.01.


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


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


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


“Trigger Event”: A Trigger Event has
occurred with respect to a Distribution Date if either a Cumulative Loss Trigger Event or a Delinquency Trigger Event has occurred
with respect to such Distribution Date.


“Trust”:  Long Beach Mortgage
Loan Trust 2005‐1, the trust created hereunder.


“Trust Fund”:  All of the assets
of the Trust, which is the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC CX, REMIC PX, the Reserve
Fund and any Master Servicer Prepayment Charge Payment Amounts and the Trust’s rights under each of the Cap
Agreements.


“Trust REMIC”:  Any of
REMIC 1, REMIC 2, REMIC CX and/or REMIC PX.


“Trustee”:  Deutsche Bank
National Trust Company, a national banking association, or its successor in interest, or any successor trustee appointed as herein
provided.


“Trustee Fee”:  With respect to
each Distribution Date, one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (prior to giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related
Prepayment Period). 


“Trustee Fee Rate”:  0.0005% per
annum.


“Uncertificated Accrued
Interest”:  With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one
month’s interest at the related Uncertificated Pass‐Through Rate on the Uncertificated Principal Balance or
Uncertificated Notional Amount of such REMIC Regular Interest.  In each case, Uncertificated Accrued Interest will be reduced
by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls allocated to such REMIC Regular Interests pursuant to
Section 1.03.


“Uncertificated Pass-Through
Rate”:  The Uncertificated REMIC 1 Pass-Through Rate.


“Uncertificated Principal
Balance”:  With respect to each REMIC Regular Interest, the principal amount of such REMIC Regular Interest
outstanding as of any date of determination.  As of the Closing Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal
Balance.  On each Distribution Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced by
all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.05 and, if
and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses and increased by
Subsequent Recoveries as provided in Section 4.06, and the Uncertificated Principal Balance of REMIC 1 Regular Interest
LT1-ZZ shall be increased by interest deferrals as provided in Section 4.05.  The Uncertificated Principal Balance of
each REMIC Regular Interest that has an Uncertificated Principal Balance shall never be less than zero.  Notwithstanding the
foregoing, the Uncertificated Principal Balance of (i) the Class C Interest shall always be equal to (i) the excess, if any,
of (A) the then aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interests over (B) the sum of the
Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class P
Interest minus (ii) the amount, if any, paid to the Class A Certificates on the first Distribution Date as Extra Principal
Distribution Amount.


“Uncertificated REMIC 1 Pass-Through
Rate”:  With respect to any Distribution Date and REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-IA1,
REMIC 1 Regular Interest LT1-IIA1, REMIC 1 Regular Interest LT1-IIA2, REMIC 1 Regular Interest LT1-IIA3, REMIC 1 Regular Interest
LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest
LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest
LT1-M9, REMIC 1 Regular Interest LT1-B1, REMIC 1 Regular Interest LT1-B2, REMIC 1 Regular Interest LT1-ZZ, REMIC 1 Regular Interest
LT1-P, REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-2SUB, and REMIC 1 Regular Interest LT1-XX, a per annum rate
equal to the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the Stated
Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date.


With respect to any Distribution Date and REMIC Regular
Interest LT1-1GRP, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans,
weighted on the basis of the Stated Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the month
of such Distribution Date.


With respect to any Distribution Date and REMIC Regular
Interest LT1-2GRP, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the Stated Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the
month of such Distribution Date.


“Undercollateralized Amount”: 
With respect to any Distribution Date, the amount, if any, by which (i) the sum of the aggregate Certificate Principal
Balances of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates and the Uncertificated Principal
Balance of the Class P Interest as of such Distribution Date (after giving effect to distributions to be made on such Distribution
Date) exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans on the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment Period).


“Uninsured Cause”:  Any cause of
damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard
insurance policies required to be maintained pursuant to Section 3.14.


“United States Person” or
“U.S. Person”:  (i) A citizen or resident of the United States; (ii) a corporation, partnership or other
entity classified as a corporation or partnership for United States federal income tax purposes created or organized in, or under
the laws of, the United States or any political subdivision thereof (except, in the case of a partnership or entity treated as a
partnership, to the extent provided in regulations) provided that, solely for purposes of the restrictions on the transfer of the
Residual Certificates, no partnership or other entity treated as a partnership shall be treated as a United States Person unless
all persons that own an interest in such partnership or other entity, either directly or through any entity that is not a
corporation for United States federal income tax purposes, are required by the applicable operative agreement to be United States
Persons; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv)
a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial decisions of the trust or if the trust was in existence on
August 20, 1996, was treated as a United States Person on August 19, 1996, and made a valid election to continue to be treated
as a United States Person.  The term “United States” shall have the meaning set forth in Section 7701 of the Code
or successor provisions.


“Unpaid Interest Shortfall
Amount”:  With respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates and
(i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if
any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class of Certificates for the
immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class of
Certificates for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class of Certificates
in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the
amount of interest due but not paid on such Class of Certificates on such preceding Distribution Date, to the extent permitted by
law, at the Pass‐Through Rate for such Class of Certificates for the related Accrual Period.


“Value”:  With respect to any
Mortgaged Property, the lesser of (i) the Origination Value thereof and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is the Origination Value thereof.


“Voting Rights”:  The portion of
the voting rights of all of the Certificates which is allocated to any Certificate.  At all times the Class A Certificates,
the Mezzanine Certificates, the Class B Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated
among the Holders of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates in
proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall
have 1% of the Voting Rights and the Class R Certificates shall have 1% of the Voting Rights, provided that, if and for so long as
the Class C Certificates and the Class P Certificates are held by one or more foreign entities and serve as collateral for the NIM
Notes, the total combined voting power of such Classes of Certificates shall not exceed 8.9%.  The Voting Rights allocated to
any Class of Certificates (other than the Class P Certificates and the Class R Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates and the Voting Rights
allocated to the Class P Certificates and the Class R Certificates shall be allocated among all Holders of each such Class in
proportion to such Holders’ respective Percentage Interest; provided, however, that when none of the Regular
Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Class R Certificates in accordance
with such Holders’ respective Percentage Interests in the Certificates of such Class.  The Class R‐CX Certificates
and the Class R‐PX Certificates shall not have Voting Rights.


“Washington Mutual Custodian”: 
None of the Mortgage Loans are held by the Washington Mutual Custodian as custodian.  References to the Washington Mutual
Custodian are left in this Agreement for administrative convenience and shall be completely disregarded.  There is no
Washington Mutual Custodian under this Agreement and no Person shall have any rights of the Washington Mutual Custodian under this
Agreement.


“Washington Mutual Mortgage
Loans”:  The Mortgage Loans acquired by the Seller from Washington Mutual Bank, Washington Mutual Bank, FA,
Washington Mutual Bank fsb, or from any of their subsidiaries.


 Section 1.02          Accounting.


Unless otherwise specified herein, for the purpose of
any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into
account, such definition or calculation and any related definitions or calculations shall be determined without duplication of such
functions.


 Section 1.03          Allocation of Certain Interest Shortfalls.


For purposes of calculating the amount of the Monthly
Interest Distributable Amount for the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C
Interest for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first to the Class C Interest to
the extent of one month’s interest at the then applicable Pass‐Through Rate on the Notional Amount of such Regular
Interest, and then among the Class A Certificates, the Mezzanine Certificates and the Class B Certificates on a pro rata
basis based on, and to the extent of, interest for the related Accrual Period at the then applicable respective Pass‐Through
Rate on the respective Certificate Principal Balance of each such Certificate.


For purposes of calculating the amount of the Monthly
Interest Distributable Amount for the Class C Certificates for any Distribution Date, the aggregate amount of any Net Prepayment
Interest Shortfalls and any Relief Act Interest Shortfalls allocated to the Class C Interest  pursuant to the paragraph above
shall be allocated among the Class C Certificates on a pro rata basis based on one month’s interest.


For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated: 


(a)        50% of any Net Prepayment Interest and Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated to REMIC 1 Regular Interest LT1-AA and REMIC 1
Regular Interest LT1-ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively,
and thereafter among REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-IA1, REMIC 1 Regular Interest LT1-IIA1, REMIC 1
Regular Interest LT1-IIA2, REMIC 1 Regular Interest LT1-IIA3, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2,
REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6,
REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1-B1,
REMIC 1 Regular Interest LT1-B2, REMIC 1 Regular Interest LT1-ZZ and REMIC 1 Regular Interest LT1-P, pro rata based on, and
to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 1 Regular Interest; and


(b)        50% of any Net Prepayment Interest and Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated to REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular
Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1 Regular Interest LT1-XX,
pro rata based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on
the respective Uncertificated Principal Balance of each such REMIC 1 Regular Interest.


Section
1.04          Rights of the NIMS
Insurer.


(a)        Each of the rights of the NIMS Insurer set forth in this Agreement shall exist
so long as the Insured NIM Notes remain outstanding; provided, however, the NIMS Insurer shall not have any rights hereunder
(except as provided in Section 9.01) so long as any NIMS Insurer Default is continuing.


(b)        Notwithstanding anything to the contrary anywhere in this Agreement, all
rights and benefits of the NIMS Insurer hereunder shall permanently terminate upon such time as the Insured NIM Notes shall no
longer be outstanding.


 ARTICLE II



 CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 Section 2.01          Conveyance of Mortgage Loans.


The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of
the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof), all other assets included
or to be included in REMIC 1, and the rights of the Depositor under each of the Cap Agreements.  Such assignment includes
all scheduled payments on the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage
Loans received after December 1, 2004 (other than the portion of such collections due on or prior to the Cut-off Date).  The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, each of the Cap Agreements,
the Cap Assignment and the PMI Policy.


If the assignment and transfer of the Mortgage Loans and
the other property specified in Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed
not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations
of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall
be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest
in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust
Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement
under applicable law.


In connection with such transfer and assignment, the
Depositor does hereby deliver to, and deposit with, the Trustee as custodian (in which capacity it will, unless otherwise
specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so
transferred and assigned (with respect to each Mortgage Loan, a “Mortgage File”):


(a)        the original Mortgage Note, endorsed in blank or in the following form: 
“Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without
recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the
Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as
of the Cut‐off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the
Seller;


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


(c)        an original Assignment in blank;


(d)        the original recorded Assignment or Assignments showing a complete chain of
assignment from the originator to the Person assigning the Mortgage to the Trustee or in blank;


(e)        the original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and


(f)         the original lender’s title insurance policy, together with all
endorsements or riders issued with or subsequent to the issuance of such policy (or a copy of the above, in the case of the
Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented
therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or
uniform binder or preliminary report of title issued by the title insurance or escrow company.


The Master Servicer, in its capacity as Seller, shall
promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master
Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording
information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the
Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(c) and
(d) above and shall execute each original Assignment referred to in clause (c) above in the following form: 
“Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any
such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, shall
promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.  Notwithstanding the foregoing, the Assignments shall not be
required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require
recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to
any insurance policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master
Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon the
earliest to occur of:  (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and
(v) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage.  Notwithstanding the foregoing, if the Master
Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be
reimbursable to the Trustee as an Extraordinary Trust Fund Expense.


If any of the documents referred to in Sections 2.01(b),
(c), (d) or (e) above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording
but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations of the Master Servicer, in its capacity as the Seller,
to deliver such Recording Documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the applicable
Custodian of a copy of each such Recording Document certified by the Seller in the case of (x) above or the applicable public
recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and
(2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt
thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording
Document certified by the applicable public recording office to be a true and complete copy of the original.  In instances
where, due to a delay on the part of the recording office where any such Recording Documents have been delivered for recordation,
the Recording Documents cannot be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the
Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an
Officer’s Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such
Recording Documents from the applicable recording office.  In the event that Recording Documents have still not been received
by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian by the date
specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as the case may be, the
Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian by such date an additional
Officer’s Certificate stating a revised date by which the Master Servicer, in its capacity as the Seller, expects to receive
the applicable Recording Documents.  This procedure shall be repeated until the Recording Documents have been received by the
Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian.  If the original
lender’s title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans) was not delivered
pursuant to Section 2.01(f) above, the Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered
to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date,
the original lender’s title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans). 
The Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable
Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any
Mortgage Loan.


All original documents relating to the Mortgage Loans
that are not delivered to the Trustee or the applicable Custodian are and shall be held by or on behalf of the Seller, the
Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders.  In the event that any such original document is required pursuant to the terms of this Section to be
a part of a Mortgage File, such document shall be delivered promptly to the Trustee or the applicable Custodian.  Any such
original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a
part of a Mortgage File, shall be delivered promptly to the Master Servicer.


The Mortgage Loans permitted by the terms of this
Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage
Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller
that no Mortgage Loan is a “high-cost” or “predatory” loan under any state or local law or regulation
applicable to the originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred
to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the
representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a “high cost” or
“predatory” loan under any state or local law or regulation applicable to the originator).  It is agreed and
understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Cost
Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, a “High Cost Home Loan”
as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, a “High Cost Home Loan” as
defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100) or a “High Cost Home
Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1 through
24-9-9).


 Section 2.02          Acceptance of REMIC 1 by the Trustee.


Subject to the provisions of Section 2.01 and
subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee or a Custodian on behalf
of the Trustee, as applicable, acknowledges receipt of the documents referred to in Section 2.01 above and all other assets
included in the definition of “REMIC 1” under clauses (i), (iii), (iv) and (vi) (to the extent of amounts deposited
into the Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it
constituting the Mortgage File, and all such assets and such other assets included in the definition of “REMIC 1” in
trust for the exclusive use and benefit of all present and future Certificateholders.


The Trustee or the Custodian, as applicable, agrees, for
the benefit of the Certificateholders, to review each Mortgage File on or before the Closing Date, with respect to each Mortgage
Loan and to certify to the Trustee, the NIMS Insurer, the Depositor and the Master Servicer in substantially the form attached
hereto as Exhibit F‐1 that, as to each Closing Date Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described
in Section 2.01(e)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents
have been reviewed by the Trustee or the Washington Mutual Custodian, as applicable and are not mutilated, torn or defaced unless
initialed by the related borrower and relate to such Mortgage Loan and (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), (ix), (xii),
(xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the
definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File.  It is
herein acknowledged that, in conducting such review, neither the Trustee nor any Custodian is under any duty or obligation
(i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are
genuine, enforceable, or appropriate for the represented purpose (including with respect to Section 2.01(f), whether such
title insurance policy (a) contains all necessary endorsements, (b) insures the priority of the Mortgage as a first lien or (c)
whether the interest vested in the Mortgagor is a fee interest) or whether they have actually been recorded or that they are other
than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents
specified in clause (e) of Section 2.01.


Prior to the first anniversary date of this Agreement,
the Trustee shall deliver (or, with respect to the Mortgage Loans held by another Custodian, such Custodian shall deliver) to the
Depositor, the Master Servicer and the NIMS Insurer a final certification in the form annexed hereto as Exhibit F‐2
evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.


If in the process of reviewing the Mortgage Files and
making or preparing, as the case may be, the certifications referred to above, the Trustee holding such Mortgage Files or any
Custodian holding such Mortgage Files finds any document or documents constituting a part of a Mortgage File to be missing or
defective in any material respect, at the conclusion of its review the Trustee shall so notify or such other Custodian shall notify
the Depositor, the Seller, the NIMS Insurer and the Master Servicer.  In addition, upon the discovery by the Depositor, the
Master Servicer or the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan
Purchase Agreement in respect of any Mortgage Loan which materially and adversely affects the value of such Mortgage Loan or the
interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.


 Section 2.03          Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Master
Servicer; Remedies for Breaches Relating to Prepayment Charges.


(a)        Upon discovery or receipt of notice of any materially defective document in,
or that a document is missing from, the Mortgage File or of the breach by the Seller of any representation, warranty or covenant
under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially and adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders (it being understood that (i) in the case of any such
representation or warranty made to the knowledge or the best of knowledge of the Seller, as to which the Seller has no knowledge,
without regard to the Seller’s lack of knowledge with respect to the substance of such representation or warranty being
inaccurate at the time it was made or (ii) with respect to the representation and warranty set forth in the last sentence of
Section 6(xxxix), Section 6(xlvi), the first sentence of Section 6(xlvii), Section 6(lxi) and Section 6(lxiv) of the Mortgage Loan
Purchase Agreement, a breach of any such representation or warranty shall in and of itself be deemed to materially and adversely
affect the interest of the Certificateholders in the related Mortgage Loan), the Trustee shall promptly notify the Depositor, the
Seller, the NIMS Insurer and the Master Servicer of such defect, missing document or breach and request that the Seller deliver
such missing document or cure such defect or breach within 90 days from the date the Seller was notified of such missing document,
defect or breach (except as described in Section 2.03(e)), and if the Seller does not deliver such missing document or cure such
defect or breach in all material respects during such period, the Master Servicer (or, in accordance with Section 3.02(b), the
Trustee) shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan
from REMIC 1 at the Purchase Price within 90 days after the date on which the Seller was notified (subject to
Section 2.03(e)) of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under
the Mortgage Loan Purchase Agreement.  The Purchase Price for the repurchased Mortgage Loan shall be deposited in the
Collection Account, and the Trustee or a Custodian, as applicable, upon receipt of written certification from the Master Servicer
of such deposit, shall release to the Seller the related Mortgage File, and the Trustee or a Custodian on behalf of the Trustee, as
applicable, shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller
shall furnish to it or such Custodian, as applicable, and as shall be necessary to vest in the Seller any Mortgage Loan released
pursuant hereto, and neither the Trustee nor any Custodian shall have any further responsibility with regard to such Mortgage
File.  In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase
Agreement, the Seller may cause such Mortgage Loan to be removed from REMIC 1 (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.03(d).  It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to
which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach
available to the Certificateholders, the Trustee on behalf of the Certificateholders and the NIMS Insurer.


(b)        Within 90 days of the earlier of discovery by the Depositor or receipt of
notice by the Depositor of the breach of any representation or warranty of the Depositor set forth in Section 2.05 with
respect to any Mortgage Loan, which materially adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Depositor shall cure such breach in all material respects.


(c)        As promptly as practicable (and no later than 90 days) after the earlier of
discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or
covenant of the Master Servicer set forth in Section 2.04 which materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders in any Mortgage Loan, the Master Servicer shall cure such breach in all material
respects.


Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master
Servicer set forth in Section 2.04(a)(vii) or (viii) which materially and adversely affects the interests of the Holders of
the Class P Certificates to any Prepayment Charge, the Master Servicer shall cure such breach in all material respects.  If
the representation made by the Master Servicer in its capacity as Seller in Section 2.04(a)(vii) is breached, the Master
Servicer in its capacity as Seller shall pay into the Collection Account the amount of the scheduled Prepayment Charge, less any
amount previously collected and deposited by, or paid by, the Master Servicer into the Collection Account; and if the covenant made
by the Master Servicer in Section 2.04(a)(viii) is breached, the Master Servicer shall pay into the Collection Account the
amount of the waived Prepayment Charge.


(d)        Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans made pursuant to Section 2.03(a) shall be effected prior to the date which is two years after the Startup Date for
REMIC 1.


As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the
Trustee (or, with respect to the Mortgage Loans held by another Custodian, to such Custodian) on behalf of the Trustee, for such
Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an
Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Adjustments (as described below), if any, in connection with such substitution.  The Trustee shall
acknowledge or with respect to the Mortgage Loans held by another Custodian such other Custodian shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor, the Master Servicer and the NIMS Insurer, with respect to such Qualified Substitute
Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F‐1, with any applicable
exceptions noted thereon.  Within one year of the date of substitution, the Trustee shall deliver or with respect to the
Mortgage Loans held by another Custodian, such other Custodian shall deliver to the Depositor, the Seller, the NIMS Insurer and the
Master Servicer a certification substantially in the form of Exhibit F‐2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.  Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC 1 and will be retained by the
Seller.  For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such
Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received in respect of such Deleted Mortgage Loan.  The Trustee shall give or cause to be given
written notice to the NIMS Insurer and the Certificateholders that such substitution has taken place, and the Master Servicer shall
amend or cause to be amended the Mortgage Loan Schedule and, if applicable, the Prepayment Charge Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule and, if applicable, the Prepayment Charge Schedule to the
NIMS Insurer and the Trustee.  Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part
of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement,
including all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement as of the date of
substitution.


For any month in which the Seller substitutes one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amounts
(the “Substitution Adjustments”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans in
Loan Group I or Loan Group II, respectively, exceeds the aggregate of the Stated Principal Balance of the Qualified
Substitute Mortgage Loans that will become part of Loan Group I or Loan Group II, respectively, as of the date of
substitution, together with one month’s interest on such Stated Principal Balance at the applicable Net Mortgage Rate, plus
all outstanding Advances and Servicing Advances with respect to such Deleted Mortgage Loan.  On the date of such substitution,
the Seller will deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to
the sum of Substitution Adjustments, if any (which for federal income tax purposes will be treated as payment for the repurchase of
that portion of the Deleted Mortgage Loans), and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or
Loans (or acknowledgement of such receipt by another Custodian) and certification by the Master Servicer of such deposit, shall
release or, if such Mortgage File is held by another Custodian, such Custodian shall release to the Seller the related Mortgage
File or Files and the Trustee shall execute and deliver or, if such Mortgage File is held by another Custodian, such Custodian
shall execute and deliver such instruments of transfer or assignment, without recourse, as the Seller shall deliver to it or such
Custodian, as applicable, and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.


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


(e)        Upon discovery by the Depositor, the Seller, the Master Servicer or the
Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice
thereof to the other parties.  In connection therewith, the Master Servicer in its capacity as Seller shall repurchase or,
subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage
Loan.  Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a) and
Section 2.03(d).  The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or
warranty.


 Section 2.04          Representations, Warranties and Covenants of the Master Servicer.


(a)        The Master Servicer hereby represents, warrants and covenants to the Trustee,
for the benefit of the Trustee and the Certificateholders, and to the Depositor, that as of the Closing Date or as of such date
specifically provided herein:


(i)         The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation, is duly authorized and qualified to transact any and all
business contemplated by this Agreement and has all licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by the Master Servicer or to ensure the
enforceability or validity of each Mortgage Loan and, in any event, is in compliance with the doing business laws of any such
State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance
with the terms of this Agreement;


(ii)        The Master Servicer has the full power and authority to service each Mortgage
Loan, to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has
duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance
with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.


(iii)       The execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation by the Master Servicer of any other of the transactions
herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the
Master Servicer and will not (A) result in a breach of any term or provision of the charter or by‐laws of the Master
Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of
any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute,
order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body
having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any
indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or,
to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master
Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or
assets of the Master Servicer taken as a whole;


(iv)       The Master Servicer is an approved seller/servicer for Fannie Mae or Freddie Mac in
good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing
Act;


(v)        No litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to service the
Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;


(vi)       No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with,
this Agreement or the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;


(vii)      The information set forth in the Prepayment Charge Schedule is complete, true and
correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is
permissible and enforceable in accordance with its terms under applicable law upon the Mortgagor’s voluntary principal
prepayment (except to the extent that:  (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally; or (2) the collectability thereof may be
limited due to acceleration in connection with a foreclosure or other involuntary prepayment); provided that the representation,
warranty and covenant contained in this clause (vii) is made by the Master Servicer only in its capacity as Seller; and


(viii)      The Master Servicer will not waive any Prepayment Charge or part of a Prepayment Charge
unless such waiver is related to a default or a reasonably foreseeable default and would maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing
mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a
Mortgage Loan that is related to a default or a reasonably foreseeable default).


(ix)       With respect to each Mortgage Loan, the Master Servicer will furnish, or cause to
be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.  The Master
Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and
that for each Mortgage Loan, the Master Servicer agrees it shall report one of the following statuses each month as follows: 
new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.


(b)        It is understood and agreed that the representations, warranties and covenants
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or a Custodian, as the case may be,
and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders.  Upon discovery by any of the
Depositor, the Master Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which
materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business
Days following such discovery) to the other of such parties.  The obligation of the Master Servicer set forth in
Section 2.03(c) to cure breaches (or, in the case of (a)(vii) or (a)(viii) above, to pay a Master Servicer Prepayment
Charge Payment Amount) shall constitute the sole remedy against the Master Servicer available to the Certificateholders, the
Depositor, the NIMS Insurer or the Trustee on behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.04.  The preceding sentence shall not, however, limit any remedies
available to the Certificateholders, the Depositor, the NIMS Insurer or the Trustee on behalf of the Certificateholders,
(i) pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer in its capacity as Seller, respecting a
breach of the representations, warranties and covenants of the Master Servicer in its capacity as Seller contained in the Mortgage
Loan Purchase Agreement or (ii) pursuant to Section 7.01 hereof.


 Section 2.05          Representations and Warranties of the Depositor.


The Depositor hereby represents, warrants and covenants
to the Trustee, for the benefit of the Trustee and the Certificateholders, and to the Master Servicer, that as of the Closing Date
or as of such date specifically provided herein:


(i)         Each of this Agreement and the Mortgage Loan Purchase Agreement
constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a proceeding at law or in equity);


(ii)        Immediately prior to the sale and assignment by the Depositor to the Trustee
on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan subject to no prior
lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any
nature.  Immediately prior to the assignment of each of the Cap Agreements to the Trustee on behalf of the Trust, the
Depositor had good title to, and was the sole legal and beneficial owner of, each of the Cap Agreements, free and clear of any
pledge, lien, security interest, charge, claim, equity or encumbrance of any kind created by the Depositor, and has full right and
authority, subject to no interest or participation of, or agreement with, any other party to sell and assign the same.  Upon
the delivery, transfer or assignment of each of the Cap Agreements to the Trustee on behalf of the Trust as contemplated herein,
the Trustee on behalf of the Trust, will receive each of the Cap Agreements, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind created by the Depositor;


(iii)       As of the Closing Date, the Depositor has transferred all of its right, title and
interest in the Mortgage Loans and each of the Cap Agreements to the Trustee on behalf of the Trust;


(iv)       The Depositor is solvent and will not be made insolvent by the transfer of the
Mortgage Loans.  The Depositor has not transferred the Mortgage Loans to the Trustee with any intent to hinder, delay or
defraud any of its creditors;


(v)        The Depositor has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its
business as presently being conducted;


(vi)       The Depositor is not in violation of its articles of incorporation or by‐laws
or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or
its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings,
affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of
the Depositor;


(vii)      The execution, delivery and performance of this Agreement and the Mortgage Loan Purchase
Agreement by the Depositor, and the consummation of the transactions contemplated hereby and thereby, do not and will not result in
a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or
by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result
in any violation of the provisions of the articles of incorporation or by‐laws of the Depositor or, to the best of the
Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its
obligations under this Agreement or the Mortgage Loan Purchase Agreement);


(viii)      To the best of the Depositor’s knowledge without any independent investigation,
no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of
the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor
of the other transactions contemplated by this Agreement or the Mortgage Loan Purchase Agreement, except such consents, approvals,
authorizations, registrations or qualifications as (a) may be required under State securities or blue sky laws, (b) have
been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by
the Depositor of its obligations under, or the validity or enforceability of, this Agreement or the Mortgage Loan Purchase
Agreement;


(ix)       There are no actions, proceedings or investigations pending before or, to the
Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or
of which any of its properties is the subject:  (a) which if determined adversely to the Depositor would have a material
adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of
this Agreement, the Mortgage Loan Purchase Agreement or the Certificates; (c) seeking to prevent the issuance of the
Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of
its obligations under, or the validity or enforceability of, this Agreement or the Mortgage Loan Purchase Agreement; and


(x)        The Depositor has the full power and authority to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary
action on the part of the Depositor the execution, delivery and performance of this Agreement and this Agreement, assuming the due
authorization, execution and delivery thereof by the parties thereto other than the Depositor, constitutes a legal, valid and
binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except to the extent that
(a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.


 Section 2.06          Issuance of Certificates.


The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery to it or a Custodian of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02,
together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. 
Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the written order of the
Depositor, the Certificates in authorized denominations.  The interests evidenced by the Certificates constitute the entire
beneficial ownership interest in the Trust Fund.


Section 2.07          Reserved.


 Section 2.08          Conveyance of REMIC Regular Interests and Acceptance of REMICs by the Trustee; Issuance of
Certificates.


(a)        The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest
of the Depositor in and to the REMIC 1 Regular Interests for the benefit of the holders of the Certificates (other than the
Class C Certificates, the Class P Certificates, the Class R‐CX Certificates and the Class R‐PX Certificates), REMIC CX,
as holder of the Class C Interest, REMIC PX, as holder of the Class P Interest, and the Class R-2 Interest.  The Trustee
acknowledges receipt of the REMIC 1 Regular Interests (which are uncertificated) and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the holders of the Certificates (other than the Class C Certificates, the Class
P Certificates, the Class R‐CX Certificates and the Class R‐PX Certificates), REMIC CX, as holder of the Class C
Interest, REMIC PX, as holder of the Class P Interest, and the Class R-2 Interest.  The interests evidenced by the Class
R‐2 Interest, the Regular Certificates (other than the Class C Certificates and the Class P Certificates), and the
REMIC 2 Regular Interests, constitute the entire beneficial ownership interest in REMIC 1.


(b)        In exchange for the REMIC 1 Regular Interests and, concurrently with the
assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Regular Certificates (other than the
Class C Certificates and the Class P Certificates) in authorized denominations evidencing (together with the Class R‐2
Interest and the REMIC 2 Regular Interests) the entire beneficial ownership interest in REMIC 2.


(c)        The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest
of the Depositor in and to the Class C Interest for the benefit of the holders of the Class C Certificates and the Class R‐CX
Certificates.  The Trustee acknowledges receipt of the Class C Interest and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the Class C Certificates and the Class R‐CX Certificates.  The
interests evidenced by the Class C Certificates and the Class R‐CX Certificates constitute the entire beneficial ownership
interest in REMIC CX.


(d)        In exchange for the Class C Interest and, concurrently with the assignment to
the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has
executed, authenticated and delivered to or upon the order of the Depositor, the Class C Certificates in authorized denominations
evidencing (together with the Class R‐CX Interest) the entire beneficial ownership interest in REMIC CX.


(e)        The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest
of the Depositor in and to the Class P Interest for the benefit of the holders of the Class P Certificates and the Class R‐PX
Interest.  The Trustee acknowledges receipt of the Class P Interest and declares that it holds and will hold the same in trust
for the exclusive use and benefit of the holders of the Class P Certificates and the Class R‐PX Certificates.  The
interests evidenced by the Class P Certificates and the Class R‐PX Certificates constitute the entire beneficial ownership
interest in REMIC PX.


(f)         In exchange for the Class P Interest and, concurrently with the
assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class P Certificates in authorized
denominations evidencing (together with the Class R‐PX Interest) the entire beneficial ownership interest in
REMIC PX.


(g)        Concurrently with (i) the assignment and delivery to the Trustee of
REMIC 1 (including the Residual Interest therein represented by the Class R‐1 Interest) and the acceptance by the
Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.08(a), and (ii) the assignment and
delivery to the Trustee of REMIC 2 (including the Residual Interest therein represented by the Class R‐2 Interest) and
the acceptance by the Trustee thereof, pursuant to Section 2.08(b), the Trustee, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor,
the Class R Certificates in authorized denominations evidencing the Class R‐1 Interest, the Class R‐2 Interest, the
Class R‐CX Certificates evidencing the Class R‐CX Interest and the Class R-PX Certificates evidencing the Class R-PX
Interest.


ARTICLE
III



 ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 Section 3.01          Master Servicer to Act as Master Servicer.


The Master Servicer shall service and administer
the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as
determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and
loan servicers administering similar mortgage loans in the local areas where the related Mortgaged Property is located but without
regard to:



(i)         any relationship that the
Master Servicer, any Sub‐Servicer or any Affiliate of the Master Servicer or any Sub‐Servicer may have with the related
Mortgagor;



(ii)        the ownership or
non‐ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;



(iii)       the Master Servicer’s
obligation to make Advances or Servicing Advances; or



(iv)       the Master Servicer’s or any
Sub‐Servicer’s right to receive compensation for its services hereunder or with respect to any particular
transaction.


To the extent consistent with the foregoing, the Master
Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes.  Subject
only to the above‐described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the
Master Servicer shall have full power and authority, acting alone or through Sub‐Servicers as provided in Section 3.02,
to do or cause to be done any and all things in connection with such servicing and administration in accordance with policies and
procedures generally accepted in the mortgage banking industry.  Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Sub‐Servicer is hereby authorized and empowered by the Trustee when the Master
Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and
deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed‐in‐lieu of
foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf
of the Trustee and the Certificateholders.  The Master Servicer shall service and administer the Mortgage Loans in accordance
with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them
thereby.  The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under any standard hazard insurance policy.  Subject to Section 3.17, the Trustee, shall
execute, at the written direction of the Master Servicer, and furnish to the Master Servicer and any Sub‐Servicer such
documents as are necessary or appropriate to enable the Master Servicer or any Sub‐Servicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Master Servicer and each Sub-Servicer a power of attorney to
carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the
Trustee and the Certificateholders.  The Trustee, at the direction of the Master Servicer, shall execute a separate power of
attorney in favor of (and furnish such power of attorney to) the Master Servicer and/or each Sub-Servicer for the purposes
described herein to the extent necessary or desirable to enable the Master Servicer to perform its duties hereunder.  The
Trustee shall not be liable for the actions of the Master Servicer or any Sub‐Servicers under such powers of
attorney.


Subject to Section 3.09 hereof, in accordance with
the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from collections on the related Mortgage Loans from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11.  Any cost incurred by the Master Servicer or by
Sub‐Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.


Notwithstanding anything in this Agreement to the
contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in
Section 4.04) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would
change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or
(ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange
or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any
tax on “prohibited transactions” or contributions after the startup day under the REMIC Provisions.


The Master Servicer may delegate its responsibilities
under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or
liabilities arising under this Agreement.


With respect to each Mortgage Loan, the Master Servicer
will furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit
reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.


 Section 3.02          Sub‐Servicing Agreements Between the Master Servicer and Sub‐Servicers.


(a)        The Master Servicer may enter into Sub‐Servicing Agreements provided
(i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of
Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by
the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer
and (ii) that, except in the case of any Sub‐Servicing Agreements the Master Servicer may enter into with Washington
Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‐Servicing Agreements (which consent
shall not be unreasonably withheld) with Sub‐Servicers, for the servicing and administration of the Mortgage Loans. 
That certain Subservicing Agreement by and between the Master Servicer and Washington Mutual Bank, FA dated April 9, 2001 is
hereby acknowledged as being permitted under this Agreement and meeting the requirements applicable to Sub-Servicing Agreements set
forth in this Agreement.  The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any
Sub‐Servicing Agreement that meets the requirements applicable to Sub‐Servicing Agreements set forth in this Agreement
and that is otherwise permitted under this Agreement.


Each Sub‐Servicer shall be (i) authorized to
transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the
extent required by applicable law to enable the Sub‐Servicer to perform its obligations hereunder and under the
Sub‐Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Fannie Mae approved
mortgage servicer.  Each Sub‐Servicing Agreement must impose on the Sub‐Servicer requirements conforming to the
provisions set forth in Section 3.08.  The Master Servicer will examine each Sub‐Servicing Agreement and will be
familiar with the terms thereof.  The terms of any Sub‐Servicing Agreement will not be inconsistent with any of the
provisions of this Agreement.  The Master Servicer and the Sub‐Servicers may enter into and make amendments to the
Sub‐Servicing Agreements or enter into different forms of Sub‐Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment
or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights.  Any
variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set
forth in Section 3.08 relating to insurance or priority requirements of Sub‐Servicing Accounts, or credits and charges
to the Sub‐Servicing Accounts or the timing and amount of remittances by the Sub‐Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore prohibited.  The Master Servicer shall deliver to the
NIMS Insurer and the Trustee copies of all Sub‐Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Master Servicer’s execution and delivery of such instruments.


(b)        As part of its servicing activities hereunder, the Master Servicer (except as
otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub‐Servicer under the related Sub‐Servicing Agreement and, subject to the last
sentence of this paragraph, of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation
to make advances in respect of delinquent payments as required by a Sub‐Servicing Agreement, or to purchase or otherwise
remedy as contemplated herein a Mortgage Loan on account of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a).  Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Sub‐Servicing Agreements, and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans.  The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is
directed.  Enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be effected by the Master Servicer to
the extent it is not the Seller, and otherwise by the Trustee, in accordance with the foregoing provisions of this
paragraph.


 Section 3.03          Successor Sub‐Servicers.


The Master Servicer, with the written consent of the
NIMS Insurer, shall be entitled to terminate any Sub‐Servicing Agreement and the rights and obligations of any
Sub‐Servicer pursuant to any Sub‐Servicing Agreement in accordance with the terms and conditions of such
Sub‐Servicing Agreement.  In the event of termination of any Sub‐Servicer, all servicing obligations of such
Sub‐Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such
Sub‐Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or
shall enter into a Sub‐Servicing Agreement with a successor Sub‐Servicer which qualifies under
Section 3.02.


Any Sub‐Servicing Agreement shall include the
provision that such agreement may be immediately terminated by the Trustee without fee, in accordance with the terms of this
Agreement, and the Trustee shall so terminate such Sub‐Servicing Agreement at the direction of the NIMS Insurer in the event
that the Master Servicer (or the Trustee, if then acting as Master Servicer) shall, for any reason, no longer be the Master
Servicer (including termination due to a Master Servicer Event of Default).


 Section 3.04          Liability of the Master Servicer.


Notwithstanding any Sub‐Servicing Agreement, any
of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub‐Servicer or
reference to actions taken through a Sub‐Servicer or otherwise, the Master Servicer shall remain obligated and primarily
liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub‐Servicing Agreements
or arrangements or by virtue of indemnification from the Sub‐Servicer and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans.  The Master Servicer shall be
entitled to enter into any agreement with a Sub‐Servicer for indemnification of the Master Servicer by such
Sub‐Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification and no such
indemnification shall be an expense of the Trust.


 Section 3.05          No Contractual Relationship Between Sub‐Servicers and the NIMS Insurer, the Trustee or
Certificateholders.


Any Sub‐Servicing Agreement that may be entered
into and any transactions or services relating to the Mortgage Loans involving a Sub‐Servicer in its capacity as such shall
be deemed to be between the Sub‐Servicer and the Master Servicer alone, and the Trustee, the NIMS Insurer and the
Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with
respect to the Sub‐Servicer except as set forth in Section 3.06.  The Master Servicer shall be solely liable for
all fees owed by it to any Sub‐Servicer, irrespective of whether the Master Servicer’s compensation pursuant to this
Agreement is sufficient to pay such fees and such fees shall not be an expense of the Trust.


 Section 3.06          Assumption or Termination of Sub‐Servicing Agreements by Trustee.


In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of the occurrence of a Master Servicer Event of Default), the Trustee or its
designee shall thereupon assume all of the rights and obligations of the Master Servicer under each Sub‐Servicing Agreement
that the Master Servicer may have entered into, unless the Trustee elects to terminate any Sub‐Servicing Agreement in
accordance with its terms as provided in Section 3.03.  Upon such assumption, the Trustee, its designee or the successor
servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all
of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Sub‐Servicing
Agreement to the same extent as if each Sub‐Servicing Agreement had been assigned to the assuming party, except that
(i) the Master Servicer shall not thereby be relieved of any liability or obligations under any Sub‐Servicing Agreement
that arose before it ceased to be the Master Servicer and (ii) none of the Trustee, its designee or any successor Master
Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the
Master Servicer.


The Master Servicer at its own expense and without
reimbursement shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each
Sub‐Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on
behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub‐Servicing Agreements
to the assuming party.


 Section 3.07          Collection of Certain Mortgage Loan Payments.


The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. 
Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable,
any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater
than 180 days; provided that any extension pursuant to this clause (ii) shall not affect the amortization schedule of any
Mortgage Loan for purposes of any computation hereunder, except as provided below.  In the event of any such arrangement
pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant
to Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason
of such arrangements, subject to Section 4.04(d) pursuant to which the Master Servicer shall not be required to make any such
advances that are Nonrecoverable Advances.  Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the
standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such
Mortgage Loan, accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction
of such Mortgage Loan (such payment, a “Short Pay‐off”) or consent to the postponement of strict compliance with
any such term or otherwise grant indulgence to any Mortgagor; provided, that in the judgment of the Master Servicer, any such
modification, waiver or amendment could reasonably be expected to result in collections and other recoveries in respect of such
Mortgage Loans in excess of Net Liquidation Proceeds that would be recovered upon the foreclosure of, or other realization upon,
such Mortgage Loan and provided further, that the NIMS Insurer’s prior written consent shall be required for any
modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended
exceeds 5% of the number of Closing Date Mortgage Loans as of the Cut‐off Date. 


 Section 3.08          Sub‐Servicing Accounts.


In those cases where a Sub‐Servicer is servicing a
Mortgage Loan pursuant to a Sub‐Servicing Agreement, the Sub‐Servicer shall be required to establish and maintain one
or more segregated accounts (collectively, the “Sub‐Servicing Account”).  The Sub‐Servicing Account
shall be an Eligible Account and shall be entitled “Deutsche Bank National Trust Company, as Trustee, in trust for registered
Holders of Long Beach Mortgage Loan Trust 2005‐1, Asset‐Backed Certificates, Series 2005‐1.  The
Sub‐Servicer shall be required to deposit in the clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Sub‐Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub‐Servicer less its servicing compensation to the extent permitted by the
Sub‐Servicing Agreement, and shall thereafter deposit such amounts in the Sub‐Servicing Account, in no event more than
two Business Days after the deposit of such funds into the clearing account.  The Sub‐Servicer shall thereafter be
required to deposit such proceeds in the Collection Account or remit such proceeds to the Master Servicer for deposit in the
Collection Account not later than two Business Days after the deposit of such amounts in the Sub‐Servicing Account.  For
purposes of this Agreement, the Master Servicer shall be deemed to have received payments on the Mortgage Loans when the
Sub‐Servicer receives such payments.


 Section 3.09          Collection of Taxes, Assessments and Similar Items; Servicing Accounts.


The Master Servicer shall establish and maintain, or
cause to be established and maintained, one or more segregated accounts (the “Servicing Accounts”).  Servicing
Accounts shall be Eligible Accounts.  The Master Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt
thereof, all collections from the Mortgagors (or related advances from Sub‐Servicers) for the payment of taxes, assessments,
hazard insurance premiums and comparable items for the account of the Mortgagors (“Escrow Payments”) collected on
account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than
two Business Days after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such
items as required under the terms of this Agreement.  Withdrawals of amounts from a Servicing Account may be made only to
(i) effect payment of taxes, assessments, hazard insurance premiums, and comparable items; (ii) reimburse the Master
Servicer (or a Sub‐Servicer to the extent provided in the related Sub‐Servicing Agreement) out of related collections
for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to
hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if
required and as described below, to Mortgagors on balances in the Servicing Account; (v) clear and terminate the Servicing
Account upon the termination of the Master Servicer’s obligations and responsibilities in respect of the Mortgage Loans under
this Agreement in accordance with Article IX or (vi) recover amounts deposited in error.  As part of its servicing
duties, the Master Servicer or Sub‐Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such
interest from its or their own funds, without any reimbursement therefor.  To the extent that a Mortgage does not provide for
Escrow Payments, the Master Servicer shall determine whether any such payments are made by the Mortgagor in a manner and at a time
that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien.  The Master Servicer
assumes full responsibility for the payment of all such bills within such time and shall effect payments of all such bills
irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall
make advances from its own funds to effect such payments; provided, however, that such advances shall constitute Servicing
Advances.


 Section 3.10          Collection Account and Distribution Account.


(a)        On behalf of the Trust Fund, the Master Servicer shall establish and maintain,
or cause to be established and maintained, one or more segregated accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trustee and the Certificateholders.  On behalf of the Trust Fund, the
Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which
it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter
deposit in the Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing
account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it
subsequent to the Cut‐off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before
the Cut‐off Date or payments (other than Principal Prepayments) received by it on or prior to the Cut‐off Date but
allocable to a Due Period subsequent thereto):



(i)         all payments on account of
principal, including Principal Prepayments, on the Mortgage Loans;



(ii)        all payments on account of
interest (net of the related Servicing Fee) on each Mortgage Loan;



(iii)       all Insurance Proceeds and
Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Master
Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01) and all Gross Subsequent
Recoveries;



(iv)       any amounts required to be deposited
pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the
Collection Account;



(v)        any amounts required to be
deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;



(vi)       all proceeds of any Mortgage Loan
repurchased or purchased in accordance with Section 2.03, Section 3.16 or Section 9.01 and all Master Servicer Prepayment
Charge Payment Amounts required to be deposited in the Collection Account pursuant to Section 2.03;



(vii)      all Substitution Adjustments;



(viii)      all Prepayment Charges collected by the
Master Servicer; and



(ix)       without duplication, all payments of
claims received by the Master Servicer under the PMI Policy.


For purposes of the immediately preceding sentence, the
Cut‐off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.


The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges (other than
Prepayment Charges) need not be deposited by the Master Servicer in the Collection Account and shall, upon collection, belong to
the Master Servicer as additional compensation for its servicing activities.  In the event the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding.


(b)        On behalf of the Trust Fund, the Trustee shall establish and maintain one or
more segregated accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the
Trustee and the Certificateholders.  On behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in
immediately available funds for deposit in the Distribution Account on or before 3:00 p.m. New York time (i) on the Master
Servicer Remittance Date, that portion of the Available Funds (calculated without regard to the references in the definition
thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the
Collection Account, the amount of all Prepayment Charges on the Prepayment Charge Schedule collected by the Master Servicer in
connection with any of the Mortgage Loans and any Master Servicer Prepayment Charge Payment Amounts then on deposit in the
Collection Account and the amount of any funds reimbursable to an Advancing Person pursuant to Section 3.27 and (ii) on
each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any
withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an
Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.”  If the balance on
deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Master
Servicer shall, on or before 3:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee, the Seller or any Sub‐Servicer pursuant
to Section 3.11 and shall pay such amounts to the Persons entitled thereto.  In order to comply with its duties under the
U.S. Patriot Act, the Trustee shall obtain and verify certain information and documentation from the owners of the account that it
establishes pursuant to this Agreement, including, but not limited to, each account owner’s name, address, and other
identifying information.


(c)        Funds in the Collection Account and the Distribution Account may be invested
in Permitted Investments in accordance with the provisions set forth in Section 3.12.  The Master Servicer shall give
notice to the Trustee, the NIMS Insurer, the Depositor and the Rating Agencies of the location of the Collection Account maintained
by it when established and prior to any change thereof.  The Trustee shall give notice to the Master Servicer, the NIMS
Insurer, the Depositor and the Rating Agencies of the location of the Distribution Account when established and prior to any change
thereof.


(d)        Funds held in the Collection Account at any time may be delivered by the
Master Servicer to the Trustee for deposit in an account (which may be the Distribution Account and must satisfy the standards for
the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a
part of the Collection Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held
pursuant to this subsection (d).  In the event the Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw, and the
Trustee shall withdraw, such amount from the Distribution Account and remit to the Master Servicer any such amount, any provision
herein to the contrary notwithstanding.  In addition, the Master Servicer shall deliver to the Trustee from time to time for
deposit, and the Trustee shall so deposit, in the Distribution Account:



(i)         any Advances, as required
pursuant to Section 4.04, unless delivered directly to the Trustee by an Advancing Person;



(ii)        any amounts required to be
deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;



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



(iv)       any amounts required to be deposited
pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls; and



(v)        any Stayed Funds, as soon as
permitted by the federal bankruptcy court having jurisdiction in such matters.


(e)        Promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a
trustee in bankruptcy, federal bankruptcy court or other source, the Trustee shall deposit such funds in the Distribution Account,
subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise permitted hereunder.


 Section 3.11          Withdrawals from the Collection Account and Distribution Account.


(a)        The Master Servicer shall, from time to time, make withdrawals from the
Collection Account, for any of the following purposes or as described in Section 4.04, without priority:



(i)         to remit to the Trustee for
deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so
remitted pursuant to the first sentence of Section 3.10(d);



(ii)        subject to Section 3.16(d),
to reimburse the Master Servicer for Advances, but only to the extent of amounts received which represent Late Collections (net of
the related Servicing Fees) of Monthly Payments on the related Mortgage Loans in accordance with the provisions of
Section 4.04;



(iii)       subject to Section 3.16(d), to
pay the Master Servicer or any Sub‐Servicer (a) any unpaid Servicing Fees or (b) any unreimbursed Servicing
Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds, Insurance
Proceeds, Gross Subsequent Recoveries or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise
received with respect to such Mortgage Loan;



(iv)       to pay to the Master Servicer as
servicing compensation (in addition to the Servicing Fee) on the Master Servicer Remittance Date any interest or investment income
earned on funds deposited in the Collection Account;



(v)        to pay to the Master Servicer or
the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to
Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the
case may be;



(vi)       to reimburse the Master Servicer for
any Advance or Servicing Advance previously made which the Master Servicer has determined to be a Nonrecoverable Advance in
accordance with the provisions of Section 4.04;



(vii)      to reimburse the Master Servicer or the
Depositor for expenses incurred by or reimbursable to the Master Servicer or the Depositor, as the case may be, pursuant to
Section 6.03;



(viii)      to reimburse the NIMS Insurer, the Master
Servicer or the Trustee, as the case may be, for enforcement expenses reasonably incurred in respect of the breach or defect giving
rise to the purchase obligation under Section 2.03 of this Agreement that were included in the Purchase Price of the Mortgage
Loan, including any expenses arising out of the enforcement of the purchase obligation; provided, however, that the reimbursement
to the NIMS Insurer pursuant to this clause shall be limited to an annual amount of $25,000;



(ix)       to pay, or to reimburse the Master
Servicer for advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
and



(x)        to clear and terminate the
Collection Account pursuant to Section 9.01.


The Master Servicer shall keep and maintain separate
accounting, on an individual Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the
extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (v), (vi), (viii) and (ix) above.  The Master Servicer
shall provide written notification to the Trustee and the NIMS Insurer, on or prior to the next succeeding Master Servicer
Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vii) above.


(b)        The Trustee shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:



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



(ii)        to pay to itself amounts to
which it is entitled pursuant to Section 8.05 or to pay any other Extraordinary Trust Fund Expenses;



(iii)       to pay to itself any interest income
earned on funds deposited in the Distribution Account pursuant to Section 3.12(c);



(iv)       to reimburse itself pursuant to
Section 7.02 or pursuant to Section 7.01 to the extent such amounts in Section 7.01 were not reimbursed by the
Master Servicer;



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



(vi)       to remit to the Master Servicer any
amount deposited in the Distribution Account by the Master Servicer but not required to be deposited therein in accordance with
Section 3.10(d);



(vii)      to pay to an Advancing Person
reimbursements for Advances and/or Servicing Advances pursuant to Section 3.27;



(viii)      to clear and terminate the Distribution
Account pursuant to Section 9.01;



(ix)       to pay the PMI Insurer the PMI Insurer
Fee based on information received from the Master Servicer; and



(x)        to pay itself the Trustee
Fees.


 Section 3.12          Investment of Funds in the Collection Account and the Distribution Account.


(a)        The Master Servicer may direct any depository institution maintaining the
Collection Account and any REO Account (for purposes of this Section 3.12, an “Investment Account”), and the
Trustee, in its individual capacity, may direct any depository institution maintaining the Distribution Account (for purposes of
this Section 3.12, the Distribution Account is also an “Investment Account”), to invest the funds in such
Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on
demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon and (ii) no later than
the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the
obligor thereon.  All such Permitted Investments shall be held to maturity, unless payable on demand.  Any investment of
funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of
the Trustee.  The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in
the Collection Account and any REO Account and any income and gain realized thereon) over each such investment, and any certificate
or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any
document of transfer necessary to transfer title to such investment to the Trustee or its nominee.  In the event amounts on
deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee
shall:


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


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


(b)        All income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Master Servicer shall be for the benefit of the Master Servicer
and shall be subject to its withdrawal in accordance with Section 3.11 or Section 3.23, as applicable.  The Master
Servicer shall deposit in the Collection Account or any REO Account, as applicable, from its own funds, the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of
such loss.


(c)        All income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Trustee shall be for the benefit of the Trustee and shall be subject to its
withdrawal at any time.  The Trustee shall deposit in the Distribution Account, from its own funds, the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of
such loss.


(d)        Except as otherwise expressly provided in this Agreement, if any default
occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required
under any Permitted Investment, the Trustee may, and subject to Section 8.01 and Section 8.02(v), upon the request of the
Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 Section 3.13          Reserved.


 Section 3.14          Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.


(a)        The Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of
(i) the then current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any
damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum
insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such
amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. 
The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which
is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and
(ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued
interest at the Mortgage Rate and related Servicing Advances.  The Master Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any such hazard policies.  Any amounts to be
collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the
Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if
received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in
respect of an REO Property.  Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.  It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.  If the Mortgaged Property or REO Property is at any time in
an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards and flood
insurance has been made available, the Master Servicer will cause to be maintained a flood insurance policy in respect
thereof.  Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the
related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such
program).


In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such
other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively
be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood
and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the
Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause.  In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.


(b)        The Master Servicer shall keep in force during the term of this Agreement a
policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s
obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of
Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer or any of its Affiliates has
obtained a waiver of such Fannie Mae or Freddie Mac requirements from either Fannie Mae or Freddie Mac.  The Master Servicer
shall also maintain a fidelity bond in the form and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
the Master Servicer or any of its Affiliates has obtained a waiver of such Fannie Mae or Freddie Mac requirements from either
Fannie Mae or Freddie Mac.  The Master Servicer shall provide the Trustee and the NIMS Insurer (upon such party’s
reasonable request) with copies of any such insurance policies and fidelity bond.  The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and,
by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer.  Any
such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written
notice to the Trustee.  The Master Servicer shall also cause each Sub‐Servicer to maintain a comparable policy of
insurance covering errors and omissions and a fidelity bond meeting such requirements.


 Section 3.15          Enforcement of Due‐On‐Sale Clauses; Assumption Agreements.


The Master Servicer shall, to the extent it has
knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or
by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the “due‐on‐sale” clause, if
any, applicable thereto; provided, however, that the Master Servicer shall not be required to take such action if in its sole
business judgment the Master Servicer believes that the collections and other recoveries in respect of such Mortgage Loans could
reasonably be expected to be maximized if the Mortgage Loan were not accelerated, and the Master Servicer shall not exercise any
such rights if prohibited by law from doing so.  If the Master Servicer reasonably believes it is unable under applicable law
to enforce such “due‐on‐sale” clause, or if any of the other conditions set forth in the proviso to the
preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to
whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon.  The Master Servicer may also
enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from
liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting criteria of the Master Servicer and has a credit risk
rating at least equal to that of the original Mortgagor.  In connection with any assumption, modification or substitution, the
Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in
its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it.  The Master Servicer
shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable under the
circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.  Any fee collected by the Master Servicer
in respect of any assumption, modification or substitution of liability agreement will be retained by the Master Servicer as
additional servicing compensation.  In connection with any such assumption, no material term of the Mortgage Note (including
but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof.  The Master Servicer shall notify the Trustee and the NIMS Insurer that any such
substitution, modification or assumption agreement has been completed by forwarding to the Trustee (with a copy to the NIMS
Insurer) the executed original of such substitution, modification or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. 


Notwithstanding the foregoing paragraph or any other
provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or
any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever.  For purposes of
this Section 3.15, the term “assumption” is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.


 Section 3.16          Realization Upon Defaulted Mortgage Loans.


(a)        The Master Servicer shall use reasonable efforts consistent with the servicing
standard set forth in Section 3.01, to foreclose upon or otherwise comparably convert the ownership of properties securing
such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.07.  The Master Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will constitute and be recoverable
as Servicing Advances by the Master Servicer as contemplated in Section 3.11 and Section 3.23.  The foregoing is
subject to the provision that, in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in
its sole and absolute discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself for such expenses.


(b)        Notwithstanding the foregoing provisions of this Section 3.16 or any
other provision of this Agreement, with respect to any Mortgage Loan as to which the Master Servicer has received actual notice of,
or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged
Property, if, as a result of any such action, the Trustee, the Trust Fund or the Certificateholders would be considered to hold
title to, to be a “mortgagee‐in‐possession” of, or to be an “owner” or “operator”
of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended from time to time, or any comparable law, unless the Master Servicer has also previously determined, based on its
reasonable judgment and a report prepared by an Independent Person who regularly conducts environmental audits using customary
industry standards, that:


(1)        such Mortgaged Property is in compliance with applicable environmental laws
or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith; and


(2)        there are no circumstances present at such Mortgaged Property relating to the
use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum‐based materials
for which investigation, testing, monitoring, containment, clean‐up or remediation could be required under any federal, state
or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in
the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.


Notwithstanding the foregoing, with respect to the
Mortgage Loans, if such environmental audit reveals, or if the Master Servicer has knowledge or notice, that the Mortgaged Property
securing the Mortgage Loan contains such wastes or substances or is within one mile of the site of such wastes or substances, the
Master Servicer shall not foreclose or accept a deed in lieu of foreclosure without the prior written consent of the NIMS
Insurer.


The cost of the environmental audit report contemplated
by this Section 3.16 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights
of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans.  It is understood by the parties hereto that any such advance will constitute a Servicing Advance.


If the Master Servicer determines, as described above,
that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged
Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean‐up
or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum‐based materials affecting any such
Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust
Fund.  The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject
to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix),
such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.  It is understood by the parties hereto that any
such advance will constitute a Servicing Advance.


(c)        The Master Servicer may at its option purchase from REMIC 1 any Mortgage
Loan or related REO Property that is 90 days or more delinquent or that has been otherwise in default for 90 days or more, which
the Master Servicer determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such
determination to be delivered in writing to the Trustee prior to purchase), at a price equal to the Purchase Price; provided,
however, that the Master Servicer shall purchase any such Mortgage Loans or related REO Properties on the basis of delinquency or
default, purchasing first the Mortgage Loans or related REO Properties that became delinquent or otherwise in default on an earlier
date; and provided, further, that such option shall expire as of the last day of the calendar quarter during which such Mortgage
Loan or related REO Property became 90 days delinquent or otherwise in default for 90 days or more.  In the event the Master
Servicer does not exercise its option to purchase from REMIC 1 any such Mortgage Loan or related REO Property prior to the
expiration of such option, the NIMS Insurer shall be entitled to purchase such Mortgage Loan or related REO Property at any time
thereafter.  The Purchase Price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the
Collection Account, and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release
or cause to be released to the Master Servicer or the NIMS Insurer, as applicable, the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Master Servicer or the NIMS
Insurer, as applicable, shall furnish and as shall be necessary to vest in the Master Servicer or the NIMS Insurer, as applicable,
title to any Mortgage Loan or related REO Property released pursuant hereto.


(d)        Proceeds received (other than any Prepayment Charges received) in connection
with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds,
Liquidation Proceeds or Gross Subsequent Recoveries, in respect of any Mortgage Loan, will be applied in the following order of
priority:  first, to reimburse the Master Servicer or any Sub‐Servicer for any related unreimbursed Servicing
Advances and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii); second, to accrued and unpaid interest on the
Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of
principal of the Mortgage Loan.  If the amount of the recovery so allocated to interest is less than the full amount of
accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Master Servicer as
follows:  first, to unpaid Servicing Fees; and second, to the balance of the interest then due and owing. 
The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer or any
Sub‐Servicer pursuant to Section 3.11(a)(iii).


 Section 3.17          Trustee to Cooperate; Release of Mortgage Files.


(a)        Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will
promptly notify the Trustee and the applicable Custodian holding the related Mortgage File by a certification in the form of
Exhibit E‐2 (which certification shall include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been
or will be so deposited) of a Servicing Representative and shall request delivery to it of the related Mortgage File.  Upon
receipt of such certification and request, the Trustee or such Custodian, as applicable, shall promptly release the related
Mortgage File to the Master Servicer.  No expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or the Distribution Account.


(b)        From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee or
the applicable Custodian shall, upon request of the Master Servicer and delivery to the Trustee or the applicable Custodian of a
Request for Release in the form of Exhibit E‐l, release the related Mortgage File to the Master Servicer, and the
Trustee or the applicable Custodian, on behalf of the Trustee, shall, at the direction of the Master Servicer, execute such
documents as shall be necessary to the prosecution of any such proceedings and the Master Servicer shall retain such Mortgage File
in trust for the benefit of the Certificateholders.  Such Request for Release shall obligate the Master Servicer to return
each and every document previously requested from the Mortgage File to the Trustee or the applicable Custodian when the need
therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non‐judicially,
and the Master Servicer has delivered to the Trustee or the applicable Custodian a certificate of a Servicing Representative
certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery.  Upon receipt of a certificate of a Servicing Representative stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request
for Release shall be released by the Trustee or the applicable Custodian to the Master Servicer or its designee.


(c)        At the direction of the Master Servicer and upon written certification of a
Servicing Representative, each of the Trustee or the applicable Custodian shall execute and deliver to the Master Servicer any
court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity, or shall execute and deliver to the Master Servicer a power of attorney
sufficient to authorize the Master Servicer or the Sub-Servicer to execute such documents on its behalf, provided that each of the
Trustee or the applicable Custodian shall be obligated to execute the documents identified above if necessary to enable the Master
Servicer or the Sub-Servicer to perform their respective duties hereunder or under the Sub-Servicing Agreement.  Each such
certification shall include a request that such pleadings or documents be executed by the Trustee or the applicable Custodian and a
statement as to the reason such documents or pleadings are required.


(d)        If any Mortgage Loan is repurchased, substituted or purchased in accordance
with Section 2.03, 3.16(c) or 9.01, the Trustee shall execute and deliver the Mortgage Loan Assignment Agreement in the form of
Exhibit E-3 with respect to such Mortgage Loan, transferring such Mortgage Loan to the Person entitled thereto pursuant to such
Section 2.03, 3.16(c) or 9.01, as applicable.


 Section 3.18          Servicing Compensation.


As compensation for the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section 3.24.  In addition, the Master Servicer
shall be entitled to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Gross
Subsequent Recoveries to the extent permitted by Section 3.11(a)(iii) and out of amounts derived from the operation and sale
of an REO Property to the extent permitted by Section 3.23.  The right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and
obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a
Sub‐Servicer pursuant to a Sub‐Servicing Agreement entered into under Section 3.02.


Additional servicing compensation in the form of
assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than
Prepayment Charges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges
are received by the Master Servicer.  The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to
withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12.  The Master
Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including
premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by
a Sub‐Servicer, it being understood however, that payment of such premiums by the Master Servicer shall constitute Servicing
Advances and servicing compensation of each Sub‐Servicer, and to the extent provided herein and in Section 8.05, the
fees and expenses of the Trustee) and shall not be entitled to reimbursement therefor except as specifically provided
herein.


 Section 3.19          Reports to the Trustee; Collection Account Statements.


Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee, the NIMS Insurer and the Depositor a statement prepared by the Master
Servicer setting forth the status of the Collection Account as of the close of business on such Distribution Date and showing, for
the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each
category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11.  Such
statement may be in the form of the then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage
Pass‐Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the
outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such
Distribution Date.  Copies of such statement shall be provided by the Trustee to any Certificateholder and to any Person
identified to the Trustee as a prospective transferee of a Certificate, upon request at the expense of the requesting party,
provided such statement is delivered by the Master Servicer to the Trustee.


 Section 3.20          Statement as to Compliance.


The Master Servicer shall deliver to the Trustee, the
Depositor, the NIMS Insurer and each Rating Agency on or before March 10 of each calendar year prior to and including the calendar
year in which a Form 15 is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, an Officers’
Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the
preceding year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the
best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.  Copies of any such statement shall be provided by the
Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the
request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer to the
Trustee.


 Section 3.21          Independent Public Accountants’ Servicing Report.


Not later than March 10 of each calendar year prior to
and including the calendar year in which a Form 15 is filed with respect to the Trust Fund and April 30 of each calendar year
thereafter, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public
accountants to furnish to the Master Servicer a report stating that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with
certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans
during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance
with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may be appropriate.  In rendering its report such
firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub‐Servicers, upon comparable
reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the
same standards (rendered within one year of such report) with respect to those Sub‐Servicers.  Immediately upon receipt
of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer and each Rating
Agency.  Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master
Servicer’s expense, provided that such statement is delivered by the Master Servicer to the Trustee.  In the event such
firm of independent certified public accountants requires the Trustee to agree to the procedures performed by such firm, the Master
Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter
of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee has not made any independent inquiry
or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such
procedures.


 Section 3.22          Access to Certain Documentation.


The Master Servicer shall
provide to the Office of Thrift Supervision, the FDIC and any other federal or state banking or insurance regulatory authority that
may exercise authority over any Certificateholder access to the documentation regarding the Mortgage Loans serviced by the Master
Servicer under this Agreement, as may be required by applicable laws and regulations.  Such access shall be afforded without
charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by
it.  In addition, access to the documentation regarding the Mortgage Loans serviced by the Master Servicer under this
Agreement will be provided to any Certificateholder, the NIMS Insurer, the Trustee and to any Person identified to the Master
Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the
Master Servicer designated by it at the expense of the Person requesting such access.


 Section 3.23          Title, Management and Disposition of REO Property.


(a)        The deed or certificate of sale of any REO Property shall be taken in the name
of the Trustee, or its nominee, in trust for the benefit of the Certificateholders.  The Master Servicer, on behalf of
REMIC 1 (and on behalf of the Trustee for the benefit of the Certificateholders), shall sell any REO Property as soon as
practicable and, in any event, shall either sell any REO Property before the close of the third taxable year after the year
REMIC 1 acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the three‐year grace period would otherwise expire,
an extension of the three‐year grace period, unless the Master Servicer shall have delivered to the Trustee, the NIMS Insurer
and the Depositor an Opinion of Counsel, addressed to the Trustee, the NIMS Insurer and the Depositor, to the effect that the
holding by REMIC 1 of such REO Property subsequent to three years after its acquisition will not result in the imposition on
any Trust REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause
any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding.  If an
extension of the three‐year period is granted, the Master Servicer shall sell the related REO Property no later than 60 days
prior to the expiration of such extension period.  The Master Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non‐permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation
under the REMIC Provisions.


(b)        The Master Servicer shall segregate and hold all funds collected and received
in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish
and maintain, or cause to be established and maintained, with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account.  The Master
Servicer may allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property.  The
Master Servicer may retain or withdraw any interest income paid on funds deposited in the REO Account.


(c)        The Master Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are
consistent with the manner in which the Master Servicer manages and operates similar property owned by the Master Servicer or any
of its Affiliates, all on such terms and for such period as the Master Servicer deems to be in the best interests of
Certificateholders.  In connection therewith, the Master Servicer shall deposit, or cause to be deposited in the clearing
account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the
Master Servicer’s receipt thereof and shall thereafter deposit in the REO Account, in no event more than two Business Days
after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall
withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without
limitation:


(i)         all insurance premiums due and payable in respect of such REO
Property;


(ii)        all real estate taxes and assessments in respect of such REO Property that
may result in the imposition of a lien thereon; and


(iii)       all costs and expenses necessary to maintain such REO Property.


To the extent that amounts on deposit in the REO Account
with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with
respect to such REO Property, the Master Servicer shall advance from its own funds as Servicing Advances such amount as is
necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO
Property and if such Servicing Advance would not constitute a Nonrecoverable Advance.


Notwithstanding the foregoing, neither the Master
Servicer nor the Trustee shall:


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


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


(iii)       authorize any construction on any REO Property, other than construction permitted
under Section 856(e)(4)(B) of the Code; or


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


unless, in any such case, the Master Servicer has
obtained an Opinion of Counsel (the cost of which shall constitute a Servicing Advance), a copy of which shall be provided to the
NIMS Insurer and the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by
REMIC 1, in which case the Master Servicer may take such actions as are specified in such Opinion of Counsel.


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


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


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


(iii)       none of the provisions of this Section 3.23(c) relating to any such
contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Master Servicer of any of its
duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such
REO Property; and


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


The Master Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for
indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or
modify such indemnification.  The Master Servicer shall be solely liable for all fees owed by it to any such Independent
Contractor, irrespective of whether the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
such fees; provided, however, that to the extent that any payments made by such Independent Contractor would constitute Servicing
Advances if made by the Master Servicer, such amounts shall be reimbursable as Servicing Advances made by the Master
Servicer.


(d)        In addition to the withdrawals permitted under Section 3.23(c), the
Master Servicer may from time to time make withdrawals from the REO Account for any REO Property:  (i) to pay itself or
any Sub‐Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Sub‐Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage
Loan.  On the Master Servicer Remittance Date, the Master Servicer shall withdraw from each REO Account maintained by it and
deposit into the Distribution Account in accordance with Section 3.10(d)(ii), for distribution on the related Distribution
Date in accordance with Section 4.01, the income from the related REO Property received during the prior calendar month, net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).


(e)        Subject to the time constraints set forth in Section 3.23(a), each REO
Disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as the Master Servicer
shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar
properties.


(f)         The proceeds from the REO Disposition, net of any amount required by law
to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Master Servicer or
any Sub‐Servicer as provided above, shall be deposited in the Distribution Account in accordance with
Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month following the receipt thereof for distribution on
the related Distribution Date in accordance with Section 4.01.  Any REO Disposition shall be for cash only (unless
changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).


(g)        The Master Servicer shall file information returns with respect to the receipt
of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and
cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the
Code, respectively.  Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such
Sections 6050H, 6050J and 6050P of the Code.


 Section 3.24          Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.


The Master Servicer shall deliver to the Trustee for
deposit into the Distribution Account on or before 3:00 p.m. New York time on the Master Servicer Remittance Date from its own
funds an amount (“Compensating Interest”) equal to the lesser of (i) the aggregate of the Prepayment Interest
Shortfalls for the related Distribution Date resulting solely from Principal Prepayments during the related Prepayment Period and
(ii) the amount of its aggregate Servicing Fee for the most recently ended calendar month.


 Section 3.25          Obligations of the Master Servicer in Respect of Mortgage Rates and Monthly Payments.


In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Monthly Payments or
Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage
Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless
the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability.  Such
indemnities shall survive the termination or discharge of this Agreement.  Notwithstanding the foregoing, this
Section 3.25 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related
Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.


 Section 3.26          Reserve Fund.


No later than the Closing Date, the Trustee, on behalf
of the Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, “Reserve
Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust
2005‐1, Asset‐Backed Certificates, Series 2005‐1.”  The Trustee shall account for the right to receive
payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.


(a)        The following amounts shall be deposited into the Reserve Fund:


(i)         On each Distribution Date, the Trustee shall deposit all amounts
received with respect to the Cap Agreements;


(ii)        On the Closing Date, the Depositor shall deposit, or cause to be deposited,
into the Reserve Fund $1,000;


(iii)       On each Distribution Date as to which there is a Net WAC Rate Carryover Amount
payable to any of the Class A Certificates, the Mezzanine Certificates or the Class B Certificates, the Trustee has been directed
by the Holders of the Class C Certificates to, and therefore shall, deposit into the Reserve Fund the amounts described in Section
4.01(d)(i)(y); and


(iv)       On each Distribution Date as to which there are no Net WAC Rate Carryover Amounts,
the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class C Certificates, from amounts otherwise
distributable to such Class C Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund,
the aggregate amount on deposit therein is equal to $1,000. 


(b)        The Reserve Fund shall be segregated into two separate portions, for which the
Trustee shall keep separate accounts.  “Portion 1” of the Reserve Fund shall consist of amounts deposited pursuant
to Section 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund.  “Portion
2” of the Reserve Fund shall consist of amounts deposited pursuant to Sections 3.26(a)(ii), (a)(iii), and (a)(iv), above,
plus any amounts earned on any such funds while on deposit in the Reserve Fund.  Amounts distributed from the Reserve Fund
under Sections 4.01(d)(ii) and 3.26(c) shall be deemed to be distributed first from Portion 1 of the Reserve Fund to the extent
thereof and then from Portion 2. 


(c)        Each Portion of the Reserve Fund shall be treated as an “outside reserve
fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder.  For federal and state
income tax purposes, the Trustee shall be deemed to be the owner of Portion 1 of the Reserve Fund and no amount shall be
transferred by any REMIC to Portion 1 of the Reserve Fund.  For federal and state income tax purposes, the Holders of the
Class C Certificates shall be deemed to be the owners of Portion 2 of the Reserve Fund and all amounts deposited into Portion 2 of
the Reserve Fund (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 2 to
REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class C
Certificates.  For federal and state income tax purposes, payments in respect of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular
interest” in a REMIC within the meaning of Code Section 860G(a)(1).


(d)        By accepting a Class C Certificate, each Holder of a Class C Certificate shall
be deemed to have directed the Trustee to, and the Trustee shall pursuant to such direction, deposit into the Reserve Fund the
amounts described in Section 3.26(a)(iii) and (a)(iv) above on each Distribution Date.  By accepting a Class C Certificate,
each Holder of a Class C Certificate further agrees that such direction is given for good and valuable consideration, the receipt
and sufficiency of which is acknowledged by such acceptance.


(e)        At the direction of the Holders of a majority in Percentage Interest in the
Class C Certificates, the Trustee shall direct any depository institution maintaining Portion 2 of the Reserve Fund to invest the
funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on
demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to
this Agreement, if the Trustee or an Affiliate manages or advises such investment.  If no investment direction of the Holders
of a majority in Percentage Interest in the Class C Certificates with respect to Portion 2 of the Reserve Fund is received by the
Trustee, the Trustee shall invest the funds in Portion 2 of the Reserve Fund in Permitted Investments managed by the Trustee or an
Affiliate of the kind described in clause (vi) of the definition of Permitted Investments.  Notwithstanding the foregoing, any
funds in Portion 2 of the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment
complies with clause (vi) of the definition of Permitted Investments.  All income and gain earned upon such investment shall
be deposited into Portion 2 of the Reserve Fund.  The Trustee shall hold the funds in Portion 1 of the Reserve Fund uninvested
in an Eligible Account. 


(f)         For federal tax return and information reporting, the right of the
Certificateholders to receive payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates from the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.


 Section
3.27          Advance
Facility.


(a)        The Trustee, on behalf of the Trust Fund, at the direction of the Master
Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides
that such Person (an “Advancing Person”) may make all or a portion of the Advances and/or Servicing Advances to the
Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation
to fund such Advances and/or Servicing Advances.  To the extent that an Advancing Person makes all or a portion of any Advance
or any Servicing Advance and provides the Trustee with notice acknowledged by the Master Servicer that such Advancing Person is
entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such
amount to the extent provided in Section 3.27(b).  Such notice from the Advancing Person shall specify the amount of the
reimbursement and shall specify which Section of this Agreement permits the applicable Advance or Servicing Advance to be
reimbursed.  The Trustee shall be entitled to rely without independent investigation on the Advancing Person’s statement
with respect to the amount of any reimbursement pursuant to this Section 3.27 and with respect to the Advancing Person’s
statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be
reimbursed.  An Advancing Person whose obligations are limited to the making of Advances and/or Servicing Advances shall not
be required to meet the qualifications of a Master Servicer or a Sub‐Servicer pursuant to Article VI hereof and will not
be deemed to be a Sub‐Servicer under this Agreement.  If the terms of a facility proposed to be entered into with an
Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS
Insurer shall not withhold its consent to the Trust Fund’s entering into such facility.


(b)        If an advancing facility is entered into, then the Master Servicer shall not
be permitted to reimburse itself under any Section specified or for any amount specified by the Advancing Person in the notice
described under Section 3.27(a) above and acknowledged by the Master Servicer prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to
Section 3.10(a).  The Trustee is hereby authorized to pay to the Advancing Person reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse
itself for such Advances and/or Servicing Advances in accordance with the specified Sections had the Master Servicer itself made
such Advance or Servicing Advance.  The Trustee is hereby authorized to pay directly to the Advancing Person such portion of
the Servicing Fee as the parties to any advancing facility may agree.


(c)        All Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in‐first out” (FIFO) basis.


Section
3.28          PMI Policy; Claims Under
the PMI Policy


Notwithstanding anything to the contrary elsewhere in
this Article III, the Master Servicer shall not agree to any modification or assumption of a PMI Mortgage Loan or take any
other action with respect to a  PMI Mortgage Loan that could result in denial of coverage under the PMI Policy.  The
Master Servicer shall notify the PMI Insurer that the Trustee, as trustee on behalf of the Certificateholders, is the insured, as
that term is defined in the PMI Policy, of each PMI Mortgage Loan.  The Master Servicer shall, on behalf of the Trustee,
prepare and file on a timely basis with the PMI Insurer, with a copy to the Trustee, all claims which may be made under the PMI
Policy with respect to the PMI Mortgage Loans.  The Master Servicer shall take all actions required under the PMI Policy as a
condition to the payment of any such claim.  Any amount received from the PMI Insurer with respect to any such PMI Mortgage
Loan shall be deposited by the Master Servicer, no later than two Business Days following receipt thereof, into the Collection
Account.  On each Distribution Date, the Trustee shall pay to the PMI Insurer the PMI Insurer Fee for such Distribution Date
from the amounts on deposit in the Distribution Account prior to making any distributions to the Certificateholders.


Section
3.29          Reserved.


Section
3.30          Cap
Agreements.


(a)        The Depositor hereby directs the Trustee to execute and deliver on behalf of
the Trust the Cap Assignment and authorizes the Trustee to perform its obligations thereunder and under each of the Cap Agreements
on behalf of the Trust in accordance with the terms of the Cap Assignment and each of the Cap Agreements. 


(b)        If the rating of the Cap Provider’s obligations is withdrawn or reduced
(in the manner set forth in Section 12 of each of the Cap Agreements) below one of the Approved Rating Thresholds (as defined in
Section 12 of each of the Cap Agreements), the Trustee shall, promptly after a Responsible Officer of the Trustee has received
actual knowledge or written notice of the reduction or withdrawal of the rating (it being understood that the Trustee has no duty
to monitor the ratings of the Cap Provider), request the Cap Provider to take actions required to be taken by the Cap Provider by
Section 12 of each of the Cap Agreements.


(c)        In the event that any of the Cap Agreements is canceled or otherwise
terminated for any reason (other than the exhaustion of the interest rate protection provided thereby or replacement of such
Cap Agreement by the Cap Provider in accordance with Section 3.30(b)), the Depositor shall, to the extent a replacement
contract is available, direct the Trustee to obtain from a counterparty designated by the Depositor a replacement contract
comparable to such Cap Agreement (which both such counterparty and such replacement contract shall be acceptable to the Trustee and
the Holders of the Certificates entitled to at least 50% of the Voting Rights) providing interest rate protection which is equal to
the then-existing protection provided by such Cap Agreement, provided, however, that if the cost of any such replacement contract
providing the same interest rate protection would be greater than the amount of any early termination payment received by the
Trustee under the related Cap Agreement, the amount of interest rate protection provided by such replacement contract may be
reduced to a level such that the cost of such replacement contract shall not exceed the amount of such early termination
payment.


ARTICLE
IV



 FLOW OF FUNDS


 Section 4.01          Distributions.


(a)        On each Distribution Date, the Trustee shall withdraw from the Distribution
Account that portion of the Available Funds for such Distribution Date consisting of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount for such Distribution Date, and
make the following disbursements and transfers in the order of priority described below, in each case to the extent of the
Group I Interest Remittance Amount or the Group II Interest Remittance Amount remaining for such Distribution
Date:


(i)         The Group I Interest
Remittance Amount shall be distributed as follows:


(A)       first, to the Class I‐A1
Certificates, the Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for such Class; and


(B)       second, concurrently, to the Class
II‐A1 Certificates, the Class II‐A2 Certificates and the Class II‐A3 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes, in each case to the extent not paid pursuant to
Section 4.01(a)(ii)(A) below, allocated among the Class II‐A1 Certificates, the Class II‐A2 Certificates and the Class
II‐A3 Certificates, pro rata, based on their respective entitlements.


(ii)        The Group II Interest
Remittance Amount shall be distributed as follows:


(A)       first, concurrently, to the Class
II‐A1 Certificates, the Class II‐A2 Certificates and the Class II‐A3 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes, in each case allocated among the Class II‐A1
Certificates, the Class II‐A2 Certificates and the Class II‐A3 Certificates, pro rata, based on their respective
entitlements; and


(B)       second, to the Class I‐A1
Certificates, the Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for such Class, in each case to
the extent not paid pursuant to Section 4.01(a)(i)(A) above.


(iii)       The sum of any Group I Interest
Remittance Amount and Group II Interest Remittance Amount remaining undistributed following the distributions pursuant to
clauses (i) and (ii) above shall be distributed as follows:


first, to the Class M‐1
Certificates, the related Monthly Interest Distributable Amount;


second, to the Class M‐2
Certificates, the related Monthly Interest Distributable Amount;


third, to the Class M‐3
Certificates, the related Monthly Interest Distributable Amount;


fourth, to the Class M‐4
Certificates, the related Monthly Interest Distributable Amount;


fifth, to the Class M‐5
Certificates, the related Monthly Interest Distributable Amount;


sixth, to the Class M‐6
Certificates, the related Monthly Interest Distributable Amount;


seventh, to the Class M‐7
Certificates, the related Monthly Interest Distributable Amount;


eighth, to the Class M‐8
Certificates, the related Monthly Interest Distributable Amount;


ninth, to the Class M‐9
Certificates, the related Monthly Interest Distributable Amount;


tenth, to the Class B-1
Certificates, the related Monthly Interest Distributable Amount; and


eleventh, to the Class B-2
Certificates, the related Monthly Interest Distributable Amount.


(iv)       Any Group I Interest Remittance
Amount or any Group II Interest Remittance Amount remaining undistributed following distributions pursuant to clause (iii)
above shall be used in determining the amount of Net Monthly Excess Cashflow, if any, for such Distribution Date.


(b)        On each Distribution Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Class A Certificates, the Class M Certificates and the Class B Certificates shall be
entitled to receive distributions in respect of principal to the extent of the
Group I Principal Distribution Amount and the Group II Principal Distribution Amount in the following amounts and order
of priority:


(i)         first,


(A)       (x)        an amount equal to
the Group I Principal Distribution Amount shall be distributed to the Class
I‐A1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and then


(y)        any portion of the Group II Principal Distribution Amount distributable pursuant to Section 4.01(b)(i)(B)(x), below, that
remains following distribution to the Group II Senior Certificates shall be distributed as set forth in Section 4.01(b)(i)(A)(x),
above.


(B)       (x)        an amount equal to
the Group II Principal Distribution Amount shall be distributed as
follows:


           
(I)        to the Class II‐A1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; then


            (II)      
to the Class II-A2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; then


            (III)      to
the Class II‐A3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and then


(y)        any portion of the Group I Principal Distribution Amount distributable pursuant to Section 4.01(b)(i)(A)(x), above, that
remains following distribution to the Class I‐A1 Certificates, shall be distributed as set forth in Section 4.01(b)(i)(B)(x)
above.


(ii)        second, the sum of any Group I Principal Distribution Amount and Group II Principal Distribution Amount remaining undistributed following
the distributions pursuant to Section 4.01(b)(i) shall be distributed in the following order of priority:


first, to the Class M‐1
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


second, to the Class M‐2
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


third, to the Class M‐3
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


fourth, to the Class M‐4
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


fifth, to the Class M‐5
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


sixth, to the Class M‐6
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


seventh, to the Class M‐7
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


eighth, to the Class M‐8
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


ninth, to the Class M‐9
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;


tenth, to the Class B-1
Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and


eleventh, to the Class B-2
Certificates, until the Certificate Principal Balance thereof has been reduced to zero.


(iii)       Any principal remaining undistributed pursuant to Sections 4.01(b)(i) and 4.01(b)(ii) above shall be used in determining the amount of Net Monthly Excess Cashflow, if
any, for such Distribution Date.


(c)        On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Class A Certificates, the Class M Certificates and the Class B Certificates
shall be entitled to receive distributions in respect of principal to the extent of
the Group I Principal Distribution Amount and the Group II Principal Distribution Amount in the following amounts and
order of priority:


(i)         first,


(A)       the Group I Principal Distribution Amount
shall be distributed as follows: 


first, to the Class I‐A1
Certificates, the Group I Senior Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to
zero; and then


second, to the Group II Senior
Certificates, the Group II Senior Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(B), below,
to be distributed as follows: 


(I)        to the Class II‐A1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; then


(II)       to the Class II-A2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and then


(III)      to the Class II‐A3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.


(B)       the Group II Principal Distribution Amount
shall be distributed as follows: 


first, to the Group II Senior
Certificates, the Group II Senior Principal Distribution Amount, to be distributed as follows:


(I)        to the Class II‐A1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; then


(II)       to the Class II‐A2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; then


(III)      to the Class II‐A3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and then


second, to the Class I‐A1
Certificates, the Group I Senior Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(A), above,
until the Certificate Principal Balance thereof has been reduced to zero.


(ii)        second, the sum of any Group I Principal Distribution Amount and Group II Principal Distribution Amount remaining undistributed following
the distribution pursuant to Section 4.01(c)(i) shall be distributed in the following order of priority:


first, to the Class M‐1
Certificates, the Class M‐1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


second, to the Class M‐2
Certificates, the Class M‐2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


third, to the Class M‐3
Certificates, the Class M‐3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


fourth, to the Class M‐4
Certificates, the Class M‐4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


fifth, to the Class M‐5
Certificates, the Class M‐5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


sixth, to the Class M‐6
Certificates, the Class M‐6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


seventh, to the Class M‐7
Certificates, the Class M‐7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


eighth, to the Class M‐8
Certificates, the Class M‐8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


ninth, to the Class M‐9
Certificates, the Class M‐9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced
to zero;


tenth, to the Class B-1
Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to
zero; and


eleventh, to the Class B-2
Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to
zero.


(iii)       Any principal remaining undistributed following distributions pursuant to
Sections 4.01(c)(i) and 4.01(c)(ii) shall be used in determining the amount of Net
Monthly Excess Cashflow, if any, for such Distribution Date.


(d)        (i)         On each Distribution Date,
the Trustee shall distribute any Net Monthly Excess Cashflow in the following order of priority, in each case to the extent of the
Net Monthly Excess Cashflow remaining undistributed:


(a)        to the Class or Classes of Certificates then entitled to receive distributions
in respect of principal, in an amount equal to the sum of any Extra Principal Distribution Amount and the Remaining Principal
Distribution Amount for such Distribution Date, payable to such Class or Classes of Certificates as part of the Group I Principal
Distribution Amount or the Group II Principal Distribution Amount, as applicable, pursuant to Section 4.01(b) or Section 4.01(c) above, as applicable;


(b)        concurrently, to the Class A Certificates, in an amount equal to the
Unpaid Interest Shortfall Amount, if any, for such Classes for such Distribution Date to the extent remaining unpaid after
distribution of theGroup I Interest Remittance Amount and the Group II
Interest Remittance Amount on such Distribution Date, allocated among such classes, pro rata, based on their respective
entitlements;


(c)        to the Class M‐1 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(d)        to the Class M‐1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(e)        to the Class M-2 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(f)         to the Class M-2 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(g)        to the Class M-3 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(h)        to the Class M-3 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(i)         to the Class M‐4 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(j)         to the Class M‐4 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(k)        to the Class M-5 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(l)         to the Class M-5 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(m)       to the Class M-6 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;


(n)        to the Class M-6 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(o)        to the Class M-7 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(p)        to the Class M-7 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(q)
       to the Class M‐8 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;


(r)        to the Class M‐8 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(s)        to the Class M‐9 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(t)         to the Class M‐9 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(u)        to the Class B‐1 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(v)        to the Class B‐1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(w)       to the Class B-2 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;


(x)        to the Class B-2 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(y)        to the Reserve Fund, the amount equal to the difference between (x) the sum of
(A) any excess of the Net WAC Rate Carryover Amount with respect to the Class I‐A1 Certificates for such Distribution Date
over any amounts on deposit in the Reserve Fund on such Distribution Date with respect to the Class I‐A1 Cap Agreement, (B)
any excess of the sum of the Net WAC Rate Carryover Amounts with respect to the Group II Senior Certificates for such Distribution
Date over any amounts on deposit in the Reserve Fund on such Distribution Date with respect to the Group II Senior Cap Agreement,
and (C) any excess of the sum of the Net WAC Rate Carryover Amounts with respect to the Mezzanine Certificates and the Class B
Certificates for such Distribution Date over any amounts on deposit in the Reserve Fund on such Distribution Date with respect to
the Subordinate Cap Agreement and (y) any amounts deposited in the Reserve Fund pursuant to this Section 4.01(d)(i)(y) that were
not distributed on prior Distribution Dates (or, if no Net WAC Rate Carryover Amounts are payable to such Classes of Certificates
on such Distribution Date, to the Reserve Fund, an amount such that when added to other amounts already on deposit in the Reserve
Fund, the aggregate amount on deposit therein is equal to $1,000);


(z)        if such Distribution Date follows the Prepayment Period during which occurs
the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to REMIC PX, as
holder of the Class P Interest, in reduction of the Uncertificated Principal Balance thereof, until the Uncertificated Principal
Balance thereof is reduced to zero;


(aa)      to REMIC CX, as holder of the Class C Interest, the Monthly Interest Distributable
Amount for the Class C Interest plus, until the Uncertificated Principal Balance of the Class C Interest is reduced to zero, any
Overcollateralization Release Amount for such Distribution Date (in both cases, net of such portion of amounts payable pursuant to
this Section 4.01(d)(i)(aa) that were paid pursuant to Section 4.01(d)(i)(y) above); and


(bb)      any remaining amounts to the Class R Certificates (in respect of the appropriate Class
R-2 Interest).


(ii)        On each Distribution Date, after making the distributions of the Available
Funds as provided in this Section 4.01 and after depositing in the Reserve Fund any payments received under the Cap Agreements, the
Trustee shall withdraw from the Reserve Fund the amounts on deposit therein and shall distribute such amounts in the following
order of priority:


(a)        first, concurrently, (A) amounts in
the Reserve Fund received with respect to the Class I‐A1 Cap Agreement shall be distributed to the Class I‐A1
Certificates, up to the amount of the related Net WAC Rate Carryover Amount, (B) amounts in the Reserve Fund received with respect
to the Group II Senior Cap Agreement shall be distributed to the Group II Senior Certificates, up to the amount of the related Net
WAC Rate Carryover Amount, allocated among the Group II Senior Certificates, pro rata, based on their Certificate Principal
Balances, and (C) amounts in the Reserve Fund received with respect to the Subordinate Cap Agreement shall be distributed to the
Mezzanine Certificates and the Class B Certificates (other than the Class B-2 Certificates, if the Holder of such Class B-2
Certificates immediately prior to such Distribution Date is the Depositor or any of its Affiliates), up to the amount of the
related Net WAC Rate Carryover Amount, allocated among the Mezzanine Certificates and the Class B Certificates (other than the
Class B-2 Certificates, if the Holder of such Class B-2 Certificates immediately prior to such Distribution Date is the Depositor
or any of its Affiliates), pro rata, based on their Certificate Principal Balances, in each case, to the extent of amounts
received with respect to the related Cap Agreement remaining in the Reserve Fund.


Notwithstanding anything herein to the contrary, if on
any Distribution Date the amounts otherwise distributable to the Mezzanine Certificates and the Class B-1 Certificates pursuant to
Section 4.01(d)(ii)(a)(C) are greater than the amounts that would have been distributable to such Certificates pursuant to Section
4.01(d)(ii)(a)(C) if neither the Depositor nor any of its Affiliates were a Holder of a Class B-2 Certificate, the amounts
otherwise distributable to the Mezzanine Certificates and the Class B-1 Certificates pursuant to Section 4.01(d)(ii)(a)(C) shall be
reduced by the amount of such excess and the Trustee shall distribute the amount of such excess to itself.


 (b)       second, amounts deposited in the
Reserve Fund pursuant to Section 4.01(d)(i)(y) will be distributed first, concurrently, to the Class A Certificates, up to the
amount of the related Net WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(a), allocated among the
Class A Certificates, pro rata, based on their Certificate Principal Balances; then, to the Mezzanine Certificates and the
Class B Certificates, up to the amount of the related Net WAC Rate Carryover Amount to the extent not paid pursuant to Section
4.01(d)(ii)(a), in the following order of priority:  first to the Class M‐1 Certificates, second to the
Class M‐2 Certificates, third to the Class M‐3 Certificates, fourth to the Class M‐4 Certificates,
fifth to the Class M‐5 Certificates, sixth to the Class M‐6 Certificates, seventh to the Class
M‐7 Certificates, eighth to the Class M‐8 Certificates, ninth to the Class M‐9 Certificates,
tenth to the Class B‐1 Certificates, and eleventh to the Class B‐2 Certificates, in each case to the
extent of such amounts remaining in the Reserve Fund.


On the Distribution Date on which the Certificate
Principal Balance of the Class I‐A1 Certificates has been reduced to zero, after making all other distributions on such
Distribution Date (including to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates out of the
Reserve Fund), the Trustee shall distribute to itself all remaining amounts on deposit in Portion 1 of the Reserve Fund which
were deposited in the Reserve Fund on account of the Class I‐A1 Cap Agreement.  On the Distribution Date on which the
Certificate Principal Balance of the Group II Senior Certificates has been reduced to zero, after making all other distributions on
such Distribution Date (including to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates out of the
Reserve Fund), the Trustee shall distribute to itself all remaining amounts on deposit in Portion 1 of the Reserve Fund which
were deposited in the Reserve Fund on account of the Group II Senior Cap Agreement.  On the Distribution Date on which the
Certificate Principal Balance of the Mezzanine Certificates and the Class B Certificates has been reduced to zero, after making all
other distributions on such Distribution Date (including to the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates out of the Reserve Fund), the Trustee shall distribute to itself all remaining amounts on deposit in Portion 1 of
the Reserve Fund which were deposited in the Reserve Fund on account of the Subordinate Cap Agreement.  On the Distribution
Date on which the Trustee has distributed to itself all remaining amounts on deposit in Portion 1 of the Reserve Fund, the
Trustee shall distribute all remaining amounts in Portion 2 of the Reserve Fund to the Class C Certificates.


(iii)       On each Distribution Date, all amounts representing Prepayment Charges in respect
of the Mortgage Loans received during the related Prepayment Period shall be withdrawn from the Distribution Account and
distributed by the Trustee to the Class P Interest, and shall not be available for distribution to any other Class of
Certificates.  On each Distribution Date, all amounts representing any Master Servicer Prepayment Charge Payment Amounts paid
by or collected by the Master Servicer during the related Prepayment Period shall be withdrawn from the Distribution Account and
distributed by the Trustee to the Class P Interest, and shall not be available for distribution to any other Class of
Certificates.  The payment of the foregoing amounts in respect of such Regular Interests shall not reduce the Uncertificated
Principal Balance thereof.


(e)        Without limiting the provisions of Section 9.01(b), by acceptance of the Class
R Certificates the Holders of the Class R Certificates agree, and it is the understanding of the parties hereto, for so long as any
of the NIM Notes are outstanding, to pledge their rights to receive any amounts otherwise distributable to the Holders of the Class
R Certificates (and such rights are hereby assigned and transferred) to the Holders of the Class C Certificates to be paid to the
Holders of the Class C Certificates.  By acceptance of the Class R Certificates, the Holders of the Class R Certificates
direct the Trustee to pay any amounts due to the Holders of the Class R Certificates on the first Distribution Date to the Holders
of the Class C Certificates.


(f)         All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their
respective Percentage Interests.  Payments in respect of each Class of Certificates on each Distribution Date will be made to
the Holders of the respective Class of record on the related Record Date (except as otherwise provided in this Section 4.01 or
Section 9.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their
respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a
bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Certificates
having an initial aggregate Certificate Principal Balance or Notional Amount that is in excess of the lesser of (i) $5,000,000
or (ii) two‐thirds of the Original Class Certificate Principal Balance or Original Class Notional Amount of such Class
of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate
Register.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of
such Certificate at the Corporate Trust Office of the Trustee or such other location specified in the notice to Certificateholders
of such final distribution.


Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage
firm” or “indirect participating firm”) for which it acts as agent.  Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.  All such credits and disbursements with
respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the
provisions of the Certificates.  None of the Trustee, the Depositor, the Master Servicer or the Seller shall have any
responsibility therefor except as otherwise provided by applicable law.


(g)        The rights of the Certificateholders to receive distributions in respect of
the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. 
None of the Holders of any Class of Certificates, the Trustee or the Master Servicer shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the
Certificates.


(h)        Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates shall be made on the next Distribution Date, the
Trustee shall, no later than three (3) days before the related Distribution Date, mail to the NIMS Insurer and each Holder on such
date of such Class of Certificates a notice to the effect that:


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


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


Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Trustee and credited to the account of the appropriate
non‐tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this
Section 4.01(h) shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Trustee shall mail a second notice to the remaining non‐tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all
such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, mail a final
notice to the remaining non‐tendering Certificateholders concerning surrender of their Certificates but shall continue to
hold any remaining funds for the benefit of non‐tendering Certificateholders.  The costs and expenses of maintaining the
funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in such trust fund.  If
within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall
pay to Greenwich Capital Markets, Inc., Goldman, Sachs & Co. and WaMu Capital Corp., equally, all such amounts, and all rights
of non‐tendering Certificateholders in or to such amounts shall thereupon cease.  No interest shall accrue or be payable
to any Certificateholder on any amount held in trust by the Trustee as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


(i)         Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Mezzanine Certificate or a Class B Certificate be reduced more than once in respect of
any particular amount both (a) allocated to such Certificate in respect of Realized Losses pursuant to Section 4.06 and
(b) distributed to such Certificate in reduction of the Certificate Principal Balance thereof pursuant to this
Section 4.01, and (ii) in no event shall the Uncertificated Principal Balance of a REMIC Regular Interest be reduced more
than once in respect of any particular amount both (a) allocated to such REMIC Regular Interest in respect of Realized Losses
pursuant to Section 4.06 and (b) distributed on such REMIC Regular Interest in reduction of the Uncertificated Principal
Balance thereof pursuant to Section 4.05.


(j)         Any amounts distributed to REMIC CX on any Distribution Date in
respect of the Class C Interest under Section 4.01(d)(i) shall, on such Distribution Date, be distributed by REMIC CX to the
Holders of the Class C Certificates.  Any amounts remaining in REMIC CX shall be distributed to the Holders of the Class R-CX
Certificates in respect of the Class R-CX Interest.  Any amounts distributed to REMIC PX on any Distribution Date in respect
of the Class P Interest shall, on such Distribution Date, be distributed by REMIC PX to the Holders of the Class P
Certificates.  Any amounts remaining in REMIC PX shall be distributed to the Holders of the Class R-PX Certificates in respect
of the Class R-PX Interest.  For the avoidance of doubt, the provisions of Sections 4.01(f), 4.01(g) and 4.01(h) shall apply
to the Class C Certificates and the Class P Certificates.


(k)        The Seller shall notify the Cap Provider and the Trustee if it or any of its
Affiliates ceases to be or becomes a Holder of the Class B‐2 Certificates at any time on or prior to the Distribution Date in
November 2008.  The Seller shall give such notice no later than five (5) Business Days prior to the occurrence of such
event.  The Seller hereby agrees that, at any time on or prior to the Distribution Date in November 2008, neither the Seller
nor any of its Affiliates shall sell any Class B‐2 Certificates held by such entities or purchase any Class B‐2
Certificates unless as a result of such sale or purchase the Seller (together with any of its Affiliates) either would be a Holder
of 100% of the Percentage Interests of the Class B‐2 Certificates or would not be a Holder of any Class B‐2
Certificates.  Neither the Seller nor any Affiliate of the Seller shall transfer any or all of the Class B‐2
Certificates to a Person other than the Seller or any of its Affiliates unless at the time of such transfer all of the Class
B‐2 Certificates are issued as Book-Entry Certificates.


Section
4.02          Preference
Claims.


The Trustee shall promptly notify the NIMS Insurer of
any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the
avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference
Claim”) of any distribution made with respect to the Class C Certificates or the Class P Certificates.  Each Holder of
the Class C Certificates or the Class P Certificates, by its purchase of such Certificates, the Master Servicer and the Trustee
hereby agree that the NIMS Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct
all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order
relating to such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such
appeal.  In addition and without limitation of the foregoing, the NIMS Insurer shall be subrogated to the rights of the Master
Servicer, the Trustee and each Holder of the Class C Certificates and the Class P Certificates in the conduct of any such
Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any
court order issued in connection with any such Preference Claim; provided, however, that the NIMS Insurer will not have any rights
with respect to any Preference Claim set forth in this paragraph unless the Trustee, as indenture trustee or indenture
administrator with respect to the Insured NIM Notes or the holder of any Insured NIM Notes has been required to relinquish a
distribution made on the Class C Certificates, the Class P Certificates or the Insured NIM Notes, as applicable, and the NIMS
Insurer made a payment in respect of such relinquished amount.


 Section 4.03          Statements.


(a)        On each Distribution Date, based, as applicable, on information provided to it
by the Master Servicer, the Trustee shall prepare and make available by electronic medium (as set forth in the penultimate
paragraph of this Section 4.03(a)) to each Holder of the Regular Certificates, the Trustee, the Master Servicer, the NIMS Insurer
and the Rating Agencies, a statement as to the distributions made on such Distribution Date:


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


(ii)           the amount of the distribution made on such Distribution
Date to the Holders of each Class of Regular Certificates (other than the Class P Certificates), allocable to interest, separately
identified;


(iii)          the Overcollateralized Amount, the Overcollateralization Release
Amount, the Overcollateralization Deficiency Amount and the Overcollateralization Target Amount as of such Distribution Date and
the Excess Overcollateralized Amount for the Mortgage Pool, for such Distribution Date;


(iv)          the aggregate amount of servicing compensation received by the
Master Servicer with respect to the related Due Period and such other customary information as the Trustee deems necessary or
desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;


(v)          reserved;


(vi)          the aggregate amount of Advances for the related Due
Period;


(vii)         the aggregate Stated Principal Balance of the Mortgage Loans at the
Close of Business at the end of the related Due Period;


(viii)        the number, aggregate principal balance, weighted average remaining term to
maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Determination Date;


(ix)          the number and aggregate unpaid principal balance of Mortgage
Loans (a) delinquent 30‐59 days, (b) delinquent 60‐89 days, (c) delinquent 90 or more days in each case,
as of the last day of the preceding calendar month provided, however that any aggregate unpaid principal balance of Mortgage Loans
shall be reported as of the last day of the related Due Period, (d) as to which foreclosure proceedings have been commenced
and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to
whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;


(x)          with respect to any Mortgage Loan that became an REO Property
during the preceding Prepayment Period, the unpaid principal balance and the Principal Balance of such Mortgage Loan as of the date
it became an REO Property;


(xi)          the total number and cumulative principal balance of all REO
Properties as of the Close of Business of the last day of the preceding Prepayment Period;


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


(xiii)        by Loan Group and in the aggregate, the aggregate amount of Realized Losses
incurred during the related Prepayment Period and the cumulative amount of Realized Losses;


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


(xv)         the Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C Certificates, after giving effect to the distributions made on
such Distribution Date, and the Notional Amount of the Class C Certificates, after giving effect to the distributions made on such
Distribution Date;


(xvi)        the Monthly Interest Distributable Amount in respect of the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates for such Distribution Date and the
Unpaid Interest Shortfall Amount, if any, with respect to the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates for such Distribution Date;


(xvii)       the aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.24, and the aggregate amount of any
Relief Act Interest Shortfalls for such Distribution Date;


(xviii)      the Credit Enhancement Percentage for such Distribution Date;


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


(xx)         the Trustee Fee on such Distribution Date;


(xxi)        whether a Stepdown Date or a Trigger Event has occurred;


(xxii)       the Available Funds;


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


(xxiv)      reserved;


(xxv)       any other information that is required by the Code and regulations thereunder to
be made available to Certificateholders;


(xxvi)      the amount on deposit in the Reserve Fund;


(xxvii)     (A) the dollar amount of payments received related to claims under the PMI Policy during the
related Prepayment Period (and the number of Mortgage Loans to which such payments related) and (B) the aggregate dollar amount of
payments received related to claims under the PMI Policy since the Cut-off Date (and the number of Mortgage Loans to which such
payments related);


(xxviii)     (A) the dollar amount of claims made under the PMI Policy that were denied during the
related Prepayment Period (and the number of Mortgage Loans to which such denials related) and (B) the aggregate dollar amount of
claims made under the PMI Policy that were denied since the Cut-off Date (and the number of Mortgage Loans to which such denials
related);


(xxix)      for such Distribution Date, the amount of any payment made by the Cap Provider under
each of the Cap Agreements; and


(xxx)       the amount of Subsequent Recoveries and Gross Subsequent Recoveries for the
related Prepayment Period and the cumulative amount of Subsequent Recoveries and Gross Subsequent Recoveries in the aggregate and
for each of Loan Group I and Loan Group II.


The Trustee shall make such statement (and, at its
option, any additional files containing the same information in an alternative format) available each month to Certificateholders,
the Master Servicer, the NIMS Insurer and the Rating Agencies via the Trustee’s internet website.  The Trustee’s
internet website shall initially be located at https://www.tss.db.com/invr.  Assistance in using the website can be obtained
by calling the Trustee’s customer service desk at 1‐800‐735‐7777.  Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service
desk and indicating such.  The Trustee shall have the right to change the way such statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate
notification to all above parties regarding any such changes.


In the case of information furnished pursuant to
subclauses (i) through (iii) above, the amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Closing Date.


(b)        Within a reasonable period of time after the end of each calendar year, the
Trustee shall, upon written request, furnish to each Person who at any time during the calendar year was a Certificateholder of a
Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person
a statement containing the information set forth in subclauses (i) through (ii) above, aggregated for such calendar year
or applicable portion thereof during which such Person was a Certificateholder.  Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the
Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time.


(c)        On each Distribution Date, the Trustee shall forward to the Holders of the
Residual Certificates and the NIMS Insurer a copy of the reports forwarded to the Regular Certificateholders in respect of such
Distribution Date with such other information as the Trustee deems necessary or appropriate.


(d)        Within a reasonable period of time after the end of each calendar year, the
Trustee shall deliver to each Person who at any time during the calendar year was a Holder of a Residual Certificate, if requested
in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the
information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during
which such Person was a Holder of a Residual Certificate.  Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the
Trustee pursuant to any requirements of the Code as from time to time in force.


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


 Section 4.04          Remittance Reports; Advances.


(a)        Within one Business Day after each Determination Date, but in no event later
than such date which would allow the Trustee to submit a claim to the NIMS Insurer under the Indenture, the Master Servicer shall
deliver to the NIMS Insurer and the Trustee by telecopy or electronic mail (or by such other means as the Master Servicer, the NIMS
Insurer and the Trustee, as the case may be, may agree from time to time) a Remittance Report with respect to the related
Distribution Date.  Not later than each Master Servicer Remittance Date (or, in the case of certain information, as agreed
between the Trustee and the Master Servicer, not later than four Business Days after the end of each Due Period), the Master
Servicer shall deliver or cause to be delivered to the Trustee in addition to the information provided on the Remittance Report,
such other information reasonably available to it with respect to the Mortgage Loans as the Trustee may reasonably require to
perform the calculations necessary to make the distributions contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.03.  The Trustee shall not be responsible to recompute, recalculate or
verify any information provided to it by the Master Servicer.


(b)        The amount of Advances to be made by the Master Servicer for any Distribution
Date shall equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of Monthly Payments (with each interest
portion thereof net of the related Servicing Fee), due on the related Due Date in respect of the Mortgage Loans, which Monthly
Payments were delinquent as of the close of business on the related Determination Date, plus (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO
Disposition did not occur during the related Prepayment Period, an amount equal to the excess, if any, of the Monthly Payments
(with each interest portion thereof net of the related Servicing Fee) that would have been due on the related Due Date in respect
of the related Mortgage Loans, over the net income from such REO Property transferred to the Distribution Account pursuant to
Section 3.23 for distribution on such Distribution Date.


On or before 3:00 p.m. New York time on the Master
Servicer Remittance Date, the Master Servicer shall remit in immediately available funds to the Trustee for deposit in the
Distribution Account an amount equal to the aggregate amount of Advances, if any, to be made in respect of the Mortgage Loans and
REO Properties for the related Distribution Date either (i) from its own funds or (ii) from the Collection Account, to
the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the
records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.04, used by
the Master Servicer in discharge of any such Advance) or (iii) in the form of any combination of (i) and
(ii) aggregating the total amount of Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO
Properties.  Any amounts held for future distribution and so used shall be appropriately reflected in the Master
Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Master
Servicer Remittance Date to the extent that the Available Funds for the related Distribution Date (determined without regard to
Advances to be made on the Master Servicer Remittance Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions
had not been so used to make Advances.  The Trustee will provide notice to the NIMS Insurer and the Master Servicer by
telecopy by the close of business on any Master Servicer Remittance Date in the event that the amount remitted by the Master
Servicer to the Trustee on such date is less than the Advances required to be made by the Master Servicer for the related
Distribution Date. 


(c)        The obligation of the Master Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to Section 4.04(d) below, and, with respect to any
Mortgage Loan, shall continue until the payment of the Mortgage Loan in full or the recovery of all Liquidation Proceeds
thereon.


(d)        Notwithstanding anything herein to the contrary, no Advance or Servicing
Advance shall be required to be made hereunder by the Master Servicer if such Advance or Servicing Advance would, if made,
constitute a Nonrecoverable Advance.  The determination by the Master Servicer that it has made a Nonrecoverable Advance or
that any proposed Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officers’ Certificate of the Master Servicer delivered to the NIMS Insurer, the Depositor and the Trustee.


 Section 4.05          Distributions on the REMIC Regular Interests.


On each Distribution Date, the Trustee shall cause the sum of the Group I Interest Remittance Amount, Group II Interest
Remittance Amount, Group I Principal Remittance Amount, and the Group II Principal Remittance Amount, in the following order of
priority, to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R‐1 Interest), as
the case may be:


(i)         first, to the Holders of REMIC 1 Regular Interests LT1-AA, LT1-IA1,
LT1-IIA1, LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1, LT1-B2 and LT1-ZZ,
pro rata, an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates.  Amounts payable
as Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest LT1-ZZ shall be reduced and deferred when the REMIC 1
Overcollateralized Amount is less than the REMIC 1 Overcollateralization Target Amount, by the lesser of (x) the amount of such
difference and (y) the Maximum LT1-ZZ Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the
Holders of REMIC 1 Regular Interests LT1-IA1, LT1-IIA1, LT1-IIA2, LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7,
LT1-M8, LT1-M9, LT1-B1 and LT1-B2 in the same proportion as the Extra Principal Distribution Amount is allocated to the
Corresponding Certificates;


(ii)        second, to the Holders of REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular
Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1 Regular Interest LT1-XX,
pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;


(iii)       third, an amount equal to 50% of the remainder of the Available Funds for such
Distribution Date after the distributions in clauses (i) and (ii), allocated as follows:



(a)        98.00% to the Holders of REMIC 1
Regular Interest LT1-AA and REMIC 1 Regular Interest LT1-P, in that order, until the Uncertificated Principal Balance of such REMIC
1 Regular Interest is reduced to zero, provided, however, that REMIC 1 Regular Interest LT1-P shall not be reduced until the
Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge
Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 1 Regular Interest LT1-P,
until $100 has been distributed pursuant to this clause;


(b)        to the Holders of REMIC 1 Regular Interests LT1-IA1, LT1-IIA1, LT1-IIA2,
LT1-IIA3, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1-B1 and LT1-B2, 1.00% of such remainder, in
the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal
Balances of such REMIC 1 Regular Interests are reduced to zero;


(c)        to the Holders of REMIC 1 Regular Interest LT1-ZZ, 1.00% of such remainder,
until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; then


(d)        any remaining amount to the Holders of the Class R Certificates (in respect of
the Class R‐1 Interest);


(iv)       fourth, an amount equal to 50% of the remainder of the Available Funds for such
Distribution Date, after the distributions in clauses (i) and (ii), allocated as follows:


(a)        first to the Holders of REMIC 1 Regular Interest LT1-1GRP, REMIC 1 Regular
Interest LT1-1SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1 Regular Interest LT1-2SUB in such a manner as to keep the
Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with the designation “GRP” equal to 0.01% of
the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group (determined as of the current Distribution
Date), and the Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with the designation “SUB”
equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group as of
the current Distribution Date over (y) the Certificate Principal Balance of the Senior Certificates related to such Loan Group
immediately prior to such Distribution Date (except that if such excess is larger than it was for the preceding Distribution Date,
the least amount of principal shall be distributed such that the REMIC 1 Subordinated Ratio is maintained); and then to the Holder
of REMIC 1 Regular Interest LT1-XX, in each case until the Uncertificated Principal Balances of the REMIC 1 Regular Interests have
been reduced to zero; and


(b)        any remaining amount to the Holders of the Class R Certificates (in respect of
the Class R-1 Interest); and


(v)        On each Distribution Date, all amounts representing Prepayment Charges in
respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC 1 to the Holders of REMIC
1 Regular Interest LT1-P.  The payment of the foregoing amounts to the Holders of REMIC 1 Regular Interest LT1-P shall not
reduce the Uncertificated Principal Balance thereof. 


Section
4.06          Allocation of Realized
Losses.


(a)        Prior to each Determination Date, the Master Servicer shall determine as
to each Mortgage Loan and REO Property:  (i) the total amount of Realized Losses, if any, incurred in connection with any
Final Recovery Determinations made during the related Prepayment Period; (ii) whether and the extent to which such Realized
Losses constituted Bankruptcy Losses; and (iii) the respective portions of such Realized Losses allocable to interest and
allocable to principal.  Prior to each Determination Date, the Master Servicer shall also determine as to each Mortgage
Loan:  (i) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during
the related Prepayment Period; and (ii) the total amount of Realized Losses, if any, incurred in connection with Debt Service
Reductions in respect of Monthly Payments due during the related Due Period.  The information described in the two preceding
sentences that is to be supplied by the Master Servicer shall be evidenced by an Officers’ Certificate delivered to the NIMS
Insurer and the Trustee by the Master Servicer prior to the Determination Date immediately following the end of (i) in the
case of Bankruptcy Losses allocable to interest, the Due Period during which any such Realized Loss was incurred, and (ii) in
the case of all other Realized Losses, the Prepayment Period during which any such Realized Loss was incurred.


(b)        If on any Distribution Date after giving effect to all Realized Losses
incurred with respect to the Mortgage Loans during or prior to the related Due Period and distributions of principal with respect
to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates on such Distribution Date, the Uncertificated
Principal Balance of the Class C Interest is equal to zero, Realized Losses equal to the Undercollateralized Amount shall be
allocated by the Trustee on such Distribution Date as follows:  first, to the Class B-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, second, to the Class B-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero, third, to the Class M‐9 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, fourth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to
zero, fifth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, sixth, to the
Class M‐6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, seventh, to the Class
M‐5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, eighth, to the Class M‐4
Certificates, until the Certificate Principal Balance thereof has been reduced to zero, ninth, to the Class M-3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero, tenth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, and eleventh, to the Class M‐1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.  All Realized Losses to be allocated to the Certificate Principal Balances
of the Mezzanine Certificates and the Class B Certificates on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided in Section 4.01.  All references above to the Certificate Principal
Balance of the Mezzanine Certificates and the Class B Certificates shall be to the Certificate Principal Balance of the Mezzanine
Certificates and the Class B Certificates immediately prior to the relevant Distribution Date, before reduction thereof by any
Realized Losses or increase thereof by any Subsequent Recoveries, in each case to be allocated to such Mezzanine Certificates and
Class B Certificates on such Distribution Date.


Any allocation of Realized Losses to a Mezzanine Certificate or a Class B Certificate on any Distribution Date shall be
made by reducing the Certificate Principal Balance thereof by the amount so allocated.  No allocations of any Realized Losses
shall be made to the Class A Certificates or the Class P Certificates.  Any Realized Losses that reduce the distributions
in respect of and/or the Uncertificated Principal Balance of the Class C Interest, shall be allocated by the Trustee to reduce the
distributions in respect of and/or the Certificate Principal Balance of the Class C Certificates.


(c)        (i)         50% of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC 1 Regular Interests
in the specified percentages, as follows:


first, to Uncertificated Accrued Interest payable to the REMIC 1 Regular Interest LT1-AA and REMIC 1 Regular Interest
LT1-ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively;


second, to the Uncertificated Principal Balances of the REMIC 1 Regular Interest LT1-AA and REMIC 1 Regular Interest
LT1-ZZ up to an aggregate amount equal to the REMIC 1 Principal Loss Allocation Amount, 98% and 2%, respectively;


third, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-B2 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-B2 has been reduced to zero;


fourth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-B1 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-B1 has been reduced to zero;


fifth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M9 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M9 has been reduced to zero;


sixth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M8 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M8 has been reduced to zero;


seventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M7
and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M7 has been reduced to zero;


eighth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M6 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M6 has been reduced to zero;


ninth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M5 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M5 has been reduced to zero;


tenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M4 and
REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M4 has been reduced to zero;


eleventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M3
and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M3 has been reduced to zero;


twelfth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M2
and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M2 has been reduced to zero; and


thirteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-M1
and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1-M1 has been reduced to zero.


(ii)        50% of all Realized Losses on the Mortgage Loans shall be allocated by
the Trustee on each Distribution Date to REMIC 1 Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular
Interest LT1-2GRP, REMIC 1 Regular Interest LT1-2SUB, and REMIC 1 Regular Interest LT1-XX, as follows:


after all distributions have been made on such Distribution Date, Realized Losses shall be applied in such a manner as
to keep the Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with the designation “GRP” equal
to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group (determined as of the current
Distribution Date), and the Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with the designation
“SUB” equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group as of the current Distribution Date over (y) the Certificate Principal Balance of the Senior Certificates related to
such Loan Group immediately prior to such Distribution Date (except that if such excess is larger than it was for the preceding
Distribution Date, the least amount of Realized Loss shall be allocated such that the REMIC 1 Subordinated Ratio is maintained);
and then to REMIC 1 Regular Interest LT1-XX.


(d)        If on any Distribution Date Allocated Realized Loss Amounts are to be
reinstated due to Subsequent Recoveries, the Allocated Realized Loss Amounts shall be reinstated by the Trustee on such
Distribution Date to increase the Certificate Principal Balances of the Mezzanine Certificates and the Class B Certificates in the
following order of priority, in each case until the related Allocated Realized Loss Amount has been reduced to zero: 
first, to the Class M‐1 Certificates, second to the Class M‐2 Certificates, third to the Class
M‐3 Certificates, fourth to the Class M‐4 Certificates, fifth to the Class M‐5 Certificates,
sixth to the Class M‐6 Certificates, seventh to the Class M‐7 Certificates, eighth to the Class
M-8 Certificates, ninth to the Class M-9 Certificates, tenth to the Class B-1 Certificates and eleventh to the
Class B-2 Certificates.  All Subsequent Recoveries to be allocated to the Certificate Principal Balances of the Mezzanine
Certificates or the Class B Certificates on any Distribution Date shall be so allocated after the actual distributions to be made
on such date as provided in Section 4.01.  All references above to the Certificate Principal Balance of the Mezzanine
Certificates and the Class B Certificates shall be to the Certificate Principal Balance of the Mezzanine Certificates and the Class
B Certificates immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses or increase
thereof by any Subsequent Recoveries, in each case to be allocated to the Mezzanine Certificates and the Class B Certificates on
such Distribution Date.


Any Allocated Realized Loss Amounts to be reinstated to a Certificate on any Distribution Date due to Subsequent
Recoveries shall be made by increasing the Certificate Principal Balance thereof by the amount so reinstated.  No allocations
of any Subsequent Recoveries shall be made to the Class A Certificates or the Class P Certificates. 


(e)        If on any Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period, the amount of such Subsequent Recoveries shall be allocated among the REMIC 1 Regular Interests as
follows:


(i)         50% of the Subsequent Recoveries from both Loan Groups shall be
allocated among the REMIC 1 Regular Interests in the same proportions and amounts, but in the reverse order, as Realized Losses
were allocated under Section 4.06(c)(i). 


(ii)        50% of the Subsequent Recoveries from both Loan Groups shall be allocated in
the same proportions, but in reverse order, as the Realized Losses were allocated under Section 4.06(c)(ii). 


 Section 4.07          Compliance with Withholding Requirements.


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


 Section 4.08          Commission Reporting. 


(a)        Within 15 days after each Distribution Date, the Trustee shall, in accordance
with industry standards and applicable regulations, file with the Commission via the Electronic Data Gathering Analysis and
Retrieval system, a Form 8‐K with a copy of the statement to Certificateholders for such Distribution Date as an Exhibit
thereto.  Prior to January 30, in the year following the year of execution of this Agreement, the Trustee shall file in
accordance with industry standards a Form 15 Suspension Notification with respect to the Trust Fund, if applicable, unless notified
by the Depositor by January 10 or the preceding Business Day of such year not to file such a Form 15 with respect to the Trust
Fund.  Prior to March 30, in the year following the year of execution of this Agreement, the Depositor shall execute and the
Trustee shall file a Form 10‐K, in substance conforming to industry standards and applicable regulations, with respect to the
Trust Fund together with the accompanying certification described below.  The Trustee shall provide the Form 10‐K to the
Depositor by March 20 (or the preceding Business Day if such day is not a Business Day) of the year that such Form 10‐K is
required to be filed.  The Depositor shall execute such Form 10‐K and return the original to the Trustee by March 25 (or
the preceding Business Day if such day is not a Business Day).  The Trustee shall prepare, execute, file and deliver on behalf
of the Depositor Form 8-Ks required to be filed under the Exchange Act so long as no certification in respect of such Form 8-K is
required by the Commission.  The Depositor shall prepare and the appropriate person shall execute, in accordance with the
Exchange Act or any other applicable law, any certification required under the Exchange Act or any other applicable law to
accompany the Form 10‐K or any other periodic report.  The Depositor hereby grants to the Trustee a limited power of
attorney to execute and file each such document on behalf of the Depositor, provided, however, that the Trustee shall not execute
the Form 10-K on behalf of the Depositor.  Such power of attorney shall continue until the earlier of (i) receipt by the
Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. 
The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and
financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission.  The Trustee shall have no responsibility to file
any items other than those specified in this Section.


ARTICLE
V



 THE CERTIFICATES


 Section 5.01          The Certificates.


(a)        The Certificates in the aggregate will represent the entire beneficial
ownership interest in the Mortgage Loans and all other assets included in REMIC 1.


The Certificates will be substantially in the forms
annexed hereto as Exhibits A‐1 through A‐20.  The Certificates of each Class will be issuable in registered form
only, in denominations of authorized Percentage Interests as described in the definition thereof.  Each Certificate will share
ratably in all rights of the related Class.


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


(b)        The Book Entry Certificates shall initially be issued as one or more
Certificates held by the Book-Entry Custodian or, if appointed to hold such Certificates as provided below, the Depository and
registered in the name of the Depository or its nominee and, except as provided below, registration of the Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees to hold the Book-Entry Certificates for the
respective Certificate Owners with Ownership Interests therein.  The Certificate Owners shall hold their respective Ownership
Interests in and to the Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below,
shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such
Ownership Interests.  All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner.  Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the
Depository’s normal procedures.  The Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees
to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as
such.  The Book-Entry Custodian may, and if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint,
by a written instrument delivered to the Depositor, the Master Servicer and if the Trustee is not the Book-Entry Custodian, the
Trustee and any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that
the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such
appointment of other than the Depository.  If the Trustee resigns or is removed in accordance with the terms hereof, successor
Trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry
Custodian.  The Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.


The Trustee, the Master Servicer, the NIMS Insurer and
the Depositor may for all purposes (including the making of payments due on the Book-Entry Certificates) deal with the Depository
as the authorized representative of the Certificate Owners with respect to the Book-Entry Certificates for the purposes of the
exercise by Certificateholders of the rights of Certificateholders hereunder.  The rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate Owners.  The Depositor is hereby authorized to
execute and deliver on behalf of the Trust the Letter of Representations to be submitted on behalf of the Trust to the Depository
and to perform the obligations of the Issuer (as defined in the Letter of Representations) thereunder.  The Trustee is hereby
authorized to execute and deliver as agent of the Trust the Letter of Representations to be submitted on behalf of the Trust to the
Depository and to perform the obligations of the Agent (as defined in the Letter of Representations) thereunder.  Multiple
requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners.  The Trustee may
establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.


If (i)(A) the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the
Depositor is unable to locate a qualified successor, (ii) the Depositor notifies the Trustee and the Depository of its intent
to terminate the book-entry system through the Depository and, upon receipt of notice of such intent from the Depository, the
Depository Participants with a position in the Book Entry Certificates agree to initiate such termination, or (iii) after the
occurrence of a Master Servicer Event of Default, Certificate Owners representing in the aggregate not less than 51% of the
Ownership Interests of the Book-Entry Certificates advise the Trustee through the Depository, in writing, that the continuation of
a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same.  Upon surrender to the Trustee of the Book-Entry Certificates by the
Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive Certificates.  Such Definitive Certificates will be issued in
minimum denominations of $25,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination
equal to the amount represented by such Book-Entry Certificate.  None of the Depositor, the Master Servicer or the Trustee
shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.  Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to
be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.


 Section 5.02          Registration of Transfer and Exchange of Certificates.


(a)        The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided.


(b)        No transfer, sale, pledge or other disposition of any Class B Certificate,
Class C Certificate, Class P Certificate or Residual Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state
securities laws or is made in accordance with the 1933 Act and laws.  In the event of any such transfer of any Class B-1
Certificate to be made without registration under the Securities Act (other than in connection with the initial sale of the Class
B-1 Certificates to the initial purchasers or the initial issuance thereof), then the Trustee shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Class B-1 Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit J‐1A hereto and a certificate from such Class
B-1 Certificateholder’s prospective transferee substantially in the form attached as Exhibit J‐1B hereto (which in the
case of the Book-Entry Certificates, the Class B-1 Certificateholder and the Class B-1 Certificateholder’s prospective
transferee will be deemed to have represented such certification).  In the event of any such transfer of any Class B-2
Certificate, Class C Certificate, Class P Certificate or Residual Certificate (other than in connection with (i) the initial
transfer of any Class B-2 Certificate, Class C Certificate, Class P Certificate or Residual Certificates by the Depositor to the
Seller, (ii) the transfer of any Class B-2 Certificate, Class C Certificate, Class P Certificate or Residual Certificates by the
Seller to an Affiliate of the Seller or to a trust, the depositor of which is an Affiliate of the Seller, (iii) the transfer of any
Class B-2 Certificate, Class C Certificate, Class P Certificate or Residual Certificates by an Affiliate of the Seller to one or
more entities sponsored by such Affiliate or to a trust, the depositor of which is one or more entities sponsored by such Affiliate
or (iv) a subsequent transfer of any Class B-2 Certificate, Class C Certificates, Class P Certificates or Residual Certificates to
the Seller or its designee by such entity or trust described in clauses (ii) or (iii) above to which the Certificates were
previously transferred in reliance on clauses (ii) or (iii) above) (i) unless such transfer is made in reliance upon
Rule 144A (as evidenced by the investment letter delivered to the Trustee, in substantially the form attached hereto as
Exhibit J‐2) under the 1933 Act, the Trustee and the Depositor shall require a written Opinion of Counsel (which may be
in‐house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is
being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor or
(ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached hereto
as Exhibit L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit
J‐2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the
Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or
the Depositor.  The Holder of a Class B Certificate, Class C Certificate, Class P Certificate or Residual Certificate desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Trust Fund against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state
laws.


(c)        Each Transferee of a Class A Certificate or Mezzanine Certificate will be
deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such
Transferee is not a Plan or purchasing such Certificate with Plan Assets as defined below, (b) it has acquired and is holding
such Certificate in reliance on DOL Authorization Number 2003-14E, Prohibited Transaction Exemption (“PTE”) 90-59 and
PTE 89-88 (as such PTE is amended by 55 F.R. 48939), as such PTEs are further amended by PTE 97-34, PTE 2000-58 and PTE 2002-41
(the “Exemption”), and that it understands that there are certain conditions to the availability of the Exemption
including that each of the Cap Agreements is an “eligible yield supplement agreement” within the meaning of PTE 2000-58
and that such Certificate must be rated, at the time of purchase, not lower than “BBB‐” (or its equivalent) by a
Rating Agency, or (c) the following conditions are satisfied:  (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an “insurance company
general account” (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”)
95‐60), and (iii) the conditions set forth in Sections I and III of PTCE 95‐60 have been satisfied.  Each
transferee of a Class B-1 Certificate shall be deemed to have represented by virtue of its purchase or holding of such Certificate
(or interest therein) that the conditions in either clause (a) or clause (c)(i), (ii) and (iii) have been satisfied.


No transfer of a Class B-2 Certificate, Class C
Certificate, Class P Certificate or Residual Certificate or any interest therein shall be made to any Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with “Plan Assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. § 2510.3‐101 (“Plan Assets”) unless, in the case of the Class B‐2 Certificates, the Class
C Certificates or the Class P Certificates, the Depositor, the Trustee and the Master Servicer are provided with an Opinion of
Counsel which establishes to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of such
Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee
or the Trust Fund or unless, in the case of the Class B‐2 Certificates, the following conditions are satisfied:  (i)
such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificates (or interest therein)
is an “insurance company general account” (as defined in PTCE 95-60), and (iii) the conditions set forth in Sections I
and III of PTCE 95-60 have been satisfied.  Neither an Opinion of Counsel nor any certification will be required in connection
with the (i) initial transfer of any Class B-2 Certificate, Class C Certificate, Class P Certificate or Residual Certificates by
the Depositor to the Seller, (ii) the transfer of any Class B-2 Certificate, Class C Certificate, Class P Certificate or Residual
Certificates by the Seller to an Affiliate of the Seller or to a trust, the depositor of which is an Affiliate of the Seller, (iii)
the transfer of any Class B-2 Certificates, Class C Certificates, Class P Certificates or Residual Certificates by an Affiliate of
the Seller to one or more entities sponsored by such Affiliate or to a trust the depositor of which is one or more entities
sponsored by such Affiliate or (iv) a subsequent transfer of any Class B-2 Certificates, Class C Certificates, Class P Certificates
or Residual Certificates to the Seller or its designee by such entity or trust described in clauses (ii) or (iii) above to which
the Certificates were previously transferred in reliance on clauses (ii) or (iii) above (in which case, the Depositor, the Seller,
any such Affiliate and such entities sponsored by such Affiliate shall have deemed to have represented that the applicable
transferee is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of each
transferee, the Seller or such an Affiliate.  Each transferee of a Class B-2 Certificate, Class C Certificate, Class P
Certificate or Residual Certificate shall sign a letter substantially in the form of Exhibit I to demonstrate its compliance
with this Section 5.02(c) (other than in connection with the (i) initial transfer of any Class B-2 Certificate, Class C
Certificate, Class P Certificate or Residual Certificates by the Depositor to the Seller, (ii) the transfer of any Class B-2
Certificate, Class C Certificate, Class P Certificate or Residual Certificates by the Seller to an Affiliate of the Seller or to a
trust, the depositor of which is an Affiliate of the Seller, (iii) the transfer of any Class B-2 Certificates, Class C
Certificates, Class P Certificates or Residual Certificates by an Affiliate of the Seller to one or more entities sponsored by such
Affiliate or to a trust the depositor of which is one or more entities sponsored by such Affiliate or (iv) a subsequent transfer of
any Class B-2 Certificates, Class C Certificates, Class P Certificates or Residual Certificates to the Seller or its designee by
such entity or trust described in clauses (ii) or (iii) above to which the Certificates were previously transferred in reliance on
clauses (ii) or (iii) above). 


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


(d)        Each Person who has or who acquires any Ownership Interest in a Residual
Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably appointed the Depositor or its designee as its attorney‐in‐fact to negotiate the
terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:


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


(ii)        No Person shall acquire an Ownership Interest in a Residual Certificate
unless such Ownership Interest is a pro rata undivided interest.


(iii)       In connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance
satisfactory to it, of each of the following:


A.        an affidavit in the form of Exhibit K hereto from the proposed transferee
to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Residual
Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted
Transferee; and


B.         a covenant of the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates.


(iv)       Any attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the
purported transferee.  If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a
Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as
Holder thereof retroactive to the date of registration of transfer of such Residual Certificate.  The Trustee shall not be
under any liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this
Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause
(iii).  The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made on such Residual Certificate.  Any such
distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual
Certificate that is a Permitted Transferee.


(v)        If any Person other than a Permitted Transferee acquires any Ownership
Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not
the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein,
to notify the Depositor to arrange for the sale of such Residual Certificate.  The proceeds of such sale, net of commissions
(which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if
any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except
that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under
this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance
as security for such claim.  The terms and conditions of any sale under this clause (v) shall be determined in the sole
discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a
result of its exercise of such discretion.


(vi)       If any Person other than a Permitted Transferee acquires any Ownership Interest in
a Residual Certificate in violation of the restrictions in this Section, then the Trustee will provide to the Internal Revenue
Service, and to the persons designated in Section 860E(e)(3) of the Code, information needed to compute the tax imposed under
Section 860E(e)(1) of the Code on such transfer.


The foregoing provisions of this Section shall cease to
apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance
satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer
set forth in this Section will not cause such Rating Agency to downgrade its rating of any of the Other NIM Notes, the Insured
NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) or the Certificates and (ii) an Opinion
of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC.


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


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


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


All Certificates surrendered for registration of
transfer or exchange shall be canceled by the Trustee and disposed of pursuant to its standard procedures.


 Section 5.03          Mutilated, Destroyed, Lost or Stolen Certificates.


If (i) any mutilated Certificate is surrendered to
the Trustee or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(ii) there is delivered to the Trustee, the Depositor and (in the case of a Class C Certificate or Class P Certificate) the
NIMS Insurer such security or indemnity as may be required by them to save each of them, and the Trust Fund, harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest.  Upon the issuance of any new Certificate under this Section, the Trustee
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) in connection therewith.  Any duplicate Certificate
issued pursuant to this Section, shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 Section 5.04          Persons Deemed Owners.


The Master Servicer, the Depositor, the Trustee, the
NIMS Insurer and any agent of the Master Servicer, the Depositor, the Trustee or the NIMS Insurer may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Master Servicer, the Depositor, the Trustee,
the NIMS Insurer nor any agent of any of them shall be affected by notice to the contrary.


ARTICLE
VI



 THE MASTER SERVICER AND THE DEPOSITOR


 Section 6.01          Liability of the Master Servicer and the Depositor.


The Depositor and the Master Servicer each shall be
liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder
by the Depositor and the Master Servicer herein.


 Section 6.02          Merger or Consolidation of the Depositor or the Master Servicer.


Subject to the following paragraph, the Depositor will
keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its
incorporation.  Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its incorporation and its qualification as an approved
conventional seller/servicer for Fannie Mae or Freddie Mac in good standing.  The Depositor and the Master Servicer each will
obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.


The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that the Rating
Agencies’ ratings of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates and the Class B Certificates
and the shadow rating of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) in effect
immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by
a letter to such effect from the Rating Agencies to the Trustee).


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


None of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability
imposed on the Master Servicer or the Depositor, as applicable, pursuant hereto, or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder.  The Depositor, the Master Servicer and any director, officer, employee or agent of the
Depositor or the Master Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder.  The Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other
than any loss, liability or expense relating to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and
duties hereunder.  Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not
involve it in any expense or liability; provided, however, that each of the Depositor and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder.  In such event, unless the Depositor or the Master
Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not
be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves
hereunder), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent
provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Collection Account.


The Master Servicer (except the Trustee to the extent it
has succeeded the Master Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor and the Trust Fund
harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, fees and expenses that the Trustee, the Depositor or the Trust Fund may sustain in any way related to the failure
of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. 
The Master Servicer shall immediately notify the Trustee, the NIMS Insurer and the Depositor if a claim is made that may result in
such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses,
and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against the Master Servicer, the Trustee, the Depositor and/or the Trust Fund in respect of such claim.  The
provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding
Certificates.


 Section 6.04          Limitation on Resignation of Master Servicer.


The Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible
under applicable law or (ii) with the written consent of the Trustee and the NIMS Insurer and written confirmation from each
Rating Agency (which confirmation shall be furnished to the Depositor and the Trustee) that such resignation will not cause such
Rating Agency to reduce the then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates
or the Class B Certificates or the shadow rating of the Insured NIM Notes (without giving effect to any insurance policy issued by
the NIMS Insurer).  Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of
the Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and
delivered to the Trustee.  No resignation of the Master Servicer shall become effective until the Trustee or a successor
servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this
Agreement.


Except as expressly provided herein, the Master Servicer
shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or
subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed
by the Master Servicer hereunder.  The foregoing prohibition on assignment shall not prohibit the Master Servicer from
designating a Sub‐Servicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided,
however, that as provided in Section 3.06 hereof, no Sub‐Servicer shall be a third‐party beneficiary hereunder and
the parties hereto shall not be required to recognize any Sub‐Servicer as an indemnitee under this Agreement.  If,
pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire
amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to
such successor master servicer.


 Section 6.05          Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of the Master Servicer.


The Master Servicer shall afford (and any
Sub‐Servicing Agreement shall provide that each Sub‐Servicer shall afford) the Depositor, the NIMS Insurer and the
Trustee, upon reasonable notice, during normal business hours, access to all records maintained by the Master Servicer (and any
such Sub‐Servicer) in respect of the Master Servicer’s rights and obligations hereunder and access to officers of the
Master Servicer (and those of any such Sub‐Servicer) responsible for such obligations.  Upon request, the Master
Servicer shall furnish to the Depositor, the NIMS Insurer and the Trustee its (and any such Sub‐Servicer’s) most recent
financial statements and such other information relating to the Master Servicer’s capacity to perform its obligations under
this Agreement that it possesses.  To the extent such information is not otherwise available to the public, the Depositor, the
NIMS Insurer and the Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the
Master Servicer’s (or any such Sub‐Servicer’s) written consent, except as required pursuant to this Agreement or
to the extent that it is necessary to do so (i) in working with legal counsel, auditors, taxing authorities or other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the NIMS Insurer, the Trustee
or the Trust Fund, and in either case, the Depositor or the Trustee, as the case may be, shall use, and the NIMS Insurer shall be
deemed to have agreed with the parties hereto to use, its best efforts to assure the confidentiality of any such disseminated
non‐public information.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the
Master Servicer under this Agreement or exercise the rights of the Master Servicer under this Agreement; provided that the Master
Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its
designee.  The Depositor shall not have any responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.


ARTICLE
VII



 DEFAULT


 Section 7.01          Master Servicer Events of Default.


“Master Servicer Event of Default,” wherever
used herein, means any one of the following events:


(i)         any failure by the Master Servicer to remit to the Trustee for
distribution to the Certificateholders any payment (other than an Advance required to be made from its own funds on any Master
Servicer Remittance Date pursuant to Section 4.04) required to be made under the terms of the Certificates and this Agreement
which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by the Depositor, the Trustee (in which case notice shall be
provided by telecopy), or to the Master Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders of Certificates
entitled to at least 25% of the Voting Rights; or


(ii)        any failure on the part of the Master Servicer duly to observe or perform in
any material respect any of the covenants or agreements on the part of the Master Servicer contained in this Agreement which
continues unremedied for a period of 45 days (30 days in the case of any failure to maintain a Sub‐Servicing Agreement with
an eligible Sub‐Servicer to the extent required in accordance with Section 3.02(c)) after the earlier of (i) the
date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by
the Depositor or the Trustee, or to the Master Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders of
Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing
Representative of the Master Servicer; or


(iii)       a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar
law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceeding, or for the winding‐up or liquidation of its affairs, shall have been entered against the
Master Servicer and if such proceeding is being contested by the Master Servicer in good faith, such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days or results in the entry of an order for relief or any such
adjudication or appointment; or


(iv)       the Master Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating
to it or of or relating to all or substantially all of its property; or


(v)        the Master Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors; or


(vi)       any failure by the Master Servicer of the Master Servicer Termination Test;
or


(vii)      any failure of the Master Servicer to make, or cause an Advancing Person to make, any
Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to Section 4.04 which continues
unremedied until 3:00 p.m. New York time on the Business Day immediately following the Master Servicer Remittance Date;
or


(viii)      the Master Servicer ceases to be an approved seller or servicer of Fannie
Mae.


If a Master Servicer Event of Default described in
clauses (i) through (vi) of this Section shall occur, then, and in each and every such case, so long as such Master
Servicer Event of Default shall not have been remedied, the Depositor or the Trustee may, and at the written direction of the NIMS
Insurer or the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the
NIMS Insurer and the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the Depositor),
terminate all of the rights and obligations of the Master Servicer in its capacity as Master Servicer under this Agreement, to the
extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof.  If a Master Servicer Event of Default
described in clauses (vii) or (viii) hereof shall occur, the Trustee shall, by notice in writing to the Master Servicer (delivered
immediately by facsimile and effective on the date of acknowledgement of receipt in the case of a Master Servicer Event of Default
described in clause (vii)), the NIMS Insurer and the Depositor, terminate all of the rights and obligations of the Master Servicer
in its capacity as Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof.  On or
after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby
authorized and empowered, as attorney‐in‐fact or otherwise, to execute and deliver on behalf of and at the expense of
the Master Servicer, any and all documents and other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise.  The Master Servicer agrees, at its sole cost and expense, promptly
(and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee with all documents and records
requested by it to enable it to assume the Master Servicer’s functions under this Agreement, and to cooperate with the
Trustee in effecting the termination of the Master Servicer’s responsibilities and rights under this Agreement, including,
without limitation, the transfer within one Business Day to the Trustee for administration by it of all cash amounts which at the
time shall be or should have been credited by the Master Servicer to the Collection Account held by or on behalf of the Master
Servicer, or any REO Account or Servicing Account held by or on behalf of the Master Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such
termination, with respect to events occurring prior to such termination).  For purposes of this Section 7.01, the Trustee
shall not be deemed to have knowledge of a Master Servicer Event of Default unless a Responsible Officer of Trustee assigned to and
working in the Trustee’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is
in fact such a Master Servicer Event of Default is received by the Trustee and such notice references the Certificates, any of the
Trust REMICs or this Agreement.


The Trustee shall be entitled to be reimbursed by the
Master Servicer (or by the Trust Fund if the Master Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of servicing from the predecessor master servicer, including without limitation, any costs or expenses
associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data
as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee
to service the Mortgage Loans properly and effectively.


 Section 7.02          Trustee to Act; Appointment of Successor.


(a)        On and after the time the Master Servicer receives a notice of termination,
the Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement
and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto and arising thereafter, which shall be assumed by the Trustee (except for any representations or warranties of the
Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and its
obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the Master Servicer’s obligations to make Advances pursuant to Section 4.04; provided, however, that
if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent Mortgage Loans, then
the Trustee shall not be obligated to make Advances pursuant to Section 4.04; and provided further, that any failure to
perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee as successor to the Master Servicer hereunder; provided,
however, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days) before
the servicing transfer is fully effected.  As compensation therefor, the Trustee shall be entitled to the Servicing Fee and
all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder
(other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). 
Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Servicing Fee or for any
differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Master Servicer to
act as successor Master Servicer under this Agreement and the transactions set forth or provided for herein.  After the Master
Servicer receives a notice of termination, notwithstanding the above and subject to the next paragraph, the Trustee may, if it
shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding
delinquent Mortgage Loans, or if the NIMS Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights so
request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to each Rating Agency, having a net worth of not less than $15,000,000 and
reasonably acceptable to the NIMS Insurer, as the successor to the Master Servicer under this Agreement in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement.


No appointment of a successor to the Master Servicer
under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s
responsibilities, duties and liabilities hereunder.  In connection with such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as
such hereunder.  The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.  Pending appointment of a successor to the Master Servicer under this
Agreement, the Trustee shall act in such capacity as hereinabove provided.


Upon removal or resignation of the Master Servicer, the
Trustee, with the cooperation of the Depositor, (x) shall solicit bids for a successor Master Servicer as described below and
(y) pending the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer
of the Mortgage Loans serviced by such predecessor Master Servicer.  The Trustee shall solicit, by public announcement, bids
from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the
first paragraph of this Section 7.02 (including the Trustee or any affiliate thereof).  Such public announcement shall specify
that the successor Master Servicer shall be entitled to the servicing compensation agreed upon between the Trustee, the successor
Master Servicer and the Depositor; provided, however, that no such fee shall exceed the Servicing Fee.  Within thirty days
after any such public announcement, the Trustee with the cooperation of the Depositor, shall negotiate in good faith and effect the
sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest
satisfactory bid as to the price they will pay to obtain such servicing.  The Trustee, upon receipt of the purchase price
shall pay such purchase price to the Master Servicer being so removed, after deducting from any sum received by the Trustee from
the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights and responsibilities reasonably incurred
hereunder.  After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time
of such sale.


(b)        If the Master Servicer fails to remit to the Trustee for distribution to the
Certificateholders any payment required to be made under the terms of this Agreement (for purposes of this Section 7.02(b), a
“Remittance”) because the Master Servicer is the subject of a proceeding under the Bankruptcy Code and the making of
such Remittance is prohibited by Section 362 of the Bankruptcy Code, the Trustee shall upon written notice of such
prohibition, regardless of whether it has received a notice of termination under Section 7.01, shall be treated as though it
had succeeded to the Master Servicer and shall advance the amount of such Remittance by depositing such amount in the Distribution
Account on the related Distribution Date.  The Trustee shall be obligated to make such advance only if (i) such advance,
in the good faith judgment of the Trustee can reasonably be expected to be ultimately recoverable from Stayed Funds and
(ii) the Trustee is not prohibited by law from making such advance or obligating itself to do so.  Upon remittance of the
Stayed Funds to the Trustee or the deposit thereof in the Distribution Account by the Master Servicer, a trustee in bankruptcy or a
federal bankruptcy court, the Trustee may recover the amount so advanced, without interest, by withdrawing such amount from the
Distribution Account; however, nothing in this Agreement shall be deemed to affect the Trustee’s rights to recover from the
Master Servicer’s own funds interest on the amount of any such advance.  If the Trustee at any time makes an advance
under this subsection which it later determines in its good faith judgment will not be ultimately recoverable from the Stayed
Funds with respect to which such advance was made, the Trustee shall be entitled to reimburse itself for such advance, without
interest, by withdrawing from the Distribution Account, out of amounts on deposit therein, an amount equal to the portion of such
advance attributable to the Stayed Funds.


 Section 7.03          Notification to Certificateholders.


(a)        Upon any termination of the Master Servicer pursuant to Section 7.01
above or any appointment of a successor to the Master Servicer pursuant to Section 7.02 above, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the NIMS
Insurer. 


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


 Section 7.04          Waiver of Master Servicer Events of Default.


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


ARTICLE
VIII



 THE TRUSTEE


 Section 8.01          Duties of Trustee.


The Trustee, prior to the occurrence of a Master
Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement.  During a Master Servicer Event of
Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.  Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty.


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


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


(i)         Prior to the occurrence of a Master Servicer Event of Default, and after
the curing of all such Master Servicer Events of Default which may have occurred, the duties and obligations of the Trustee shall
be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee that conform to the requirements of this Agreement;


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


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


 Section 8.02          Certain Matters Affecting the Trustee.


(a)        Except as otherwise provided in Section 8.01:


(i)         The Trustee may request and rely conclusively upon and shall be fully
protected in acting or refraining from acting upon any resolution, Officers’ Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or
document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties and the manner
of obtaining consents and evidencing the authorization of the execution thereof shall be subject to such reasonable regulations as
the Trustee may prescribe;


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


(iii)       The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the NIMS Insurer or the Certificateholders, pursuant to the provisions of this Agreement, unless the
NIMS Insurer or such Certificateholders shall have offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs;


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


(v)        Prior to the occurrence of a Master Servicer Event of Default hereunder and
after the curing of all Master Servicer Events of Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the NIMS Insurer or the
Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee not reasonably assured to the Trustee by the NIMS Insurer or such Certificateholders, the Trustee may
require reasonable indemnity against such expense, or liability from the NIMS Insurer or such Certificateholders as a condition to
taking any such action;


(vi)       The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents custodians, nominees or attorneys and shall not be responsible for any willful
misconduct or negligence of such agents, custodians, nominees or attorneys (as long as such agents, custodians, nominees or
attorneys are appointed with due and proper care);


(vii)      The Trustee shall not be personally liable for any loss resulting from the investment of
funds held in the Collection Account at the direction of the Master Servicer pursuant to Section 3.12; and


(viii)      Except as otherwise expressly provided herein, none of the provisions of this Agreement
shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers (not including expenses,
disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement)
if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.


(b)        All rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee may be enforced by it without the possession of any of the Certificates, or the production thereof at
the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought
in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 Section 8.03          Trustee Not Liable for Certificates or Mortgage Loans.


The recitals contained herein and in the Certificates
(other than the signature of the Trustee, the execution and authentication of the Trustee on the Certificates, the acknowledgments
of the Trustee contained in Article II and the representations and warranties of the Trustee in Section 8.13) shall be
taken as the statements of the Depositor, and the Trustee shall not assume any responsibility for their correctness.  The
Trustee makes no representations or warranties as to the validity or sufficiency of this Agreement (other than as specifically set
forth in Section 8.13) or of the Certificates (other than execution and authentication of the Trustee on the Certificates) or
of any Mortgage Loan or related document.  The Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates or of the proceeds of the Certificates, or for the use or application of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Master
Servicer, other than any funds held by or on behalf of the Trustee in accordance with Section 3.10.


 Section 8.04          Trustee May Own Certificates.


The Trustee in its individual capacity or any other
capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee and may transact
banking and/or trust business with the Seller, the Depositor, the Master Servicer or their Affiliates.


 Section 8.05          Trustee’s Fees and Expenses.


(a)        On the Closing Date, the Depositor shall pay to the Trustee as specified in a
separate agreement between the Depositor and the Trustee.  The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee for such Distribution Date and one day’s interest earnings (net of
losses) on amounts on deposit in the Distribution Account.  The right to receive the Trustee Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Trustee’s responsibilities and obligations under this
Agreement. 


The Trustee, and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including
expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements
of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of this
Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations
(including, without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any
loss, liability or expense (i) in any way relating to the failure of the Master Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement, (ii) that constitutes a specific liability of the Trustee
pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder,
including as a result of a breach of the Trustee’s obligations under Article X hereof.  Any amounts payable to the
Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph
(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or any director, officer, employee or
agent of the Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at
any time.  Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee.


As a limitation on the foregoing with respect to certain
expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and
expenses (collectively, “Legal Fees”) in connection with any third‐party litigation or other claims alleging
violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party
Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000
for any month carried‐forward to subsequent months, until the $600,000 aggregate maximum is reached).  The Trustee shall
have no obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the
aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses.  The
Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of
the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.


(b)        Without limiting the Master Servicer’s indemnification obligations under
Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or
expense resulting from a breach of the Master Servicer’s obligations and duties under this Agreement.  Such indemnity
shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee.  Any payment under
this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
without reimbursement from the Trust Fund therefor.


 Section 8.06          Eligibility Requirements for Trustee.


The Trustee hereunder shall at all times be a
corporation or an association (other than the Depositor, the Seller, the Master Servicer or any Affiliate of the foregoing)
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority.  If such corporation or association publishes reports of conditions at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.


 Section 8.07          Resignation or Removal of Trustee.


The Trustee may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the NIMS Insurer, the Depositor, the Master Servicer and the
Certificateholders.  Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by
written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee and to the successor Trustee
acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights.  A copy of
such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor.  If no successor
Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the
NIMS Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer,
may remove the Trustee and the Depositor may appoint a successor Trustee, acceptable to the NIMS Insurer and to the Holders of
Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor Trustee.  A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.


The Holders of Certificates entitled to at least 51% of
the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee and appoint a successor Trustee by
written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their
attorneys‐in‐fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one
complete set to the Trustee so removed and one complete set to the successor so appointed.  A copy of such instrument shall be
delivered to the NIMS Insurer, the Certificateholders and the Master Servicer by the Depositor. 


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


 Section 8.08          Successor Trustee.


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


No successor Trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible under the provisions
of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the ratings of any of the
Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any
insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency.


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


 Section 8.09          Merger or Consolidation of Trustee.


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


 Section 8.10          Appointment of Co‐Trustee or Separate Trustee.


Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC 1, or property securing
the same may at the time be located, the Master Servicer and the Trustee, acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee and the NIMS Insurer, to act as co‐trustee or
co‐trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of REMIC 1, and to
vest in such Person or Persons, in such capacity, such title to REMIC 1, or any part thereof and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable.  If the Master Servicer shall not have joined in such appointment or the NIMS Insurer
shall not have approved such appointment within 15 days after the receipt by it of a request so to do, or in case a Master Servicer
Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.  No
co‐trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co‐trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.  If such appointment is at the request of the Master Servicer
then any expense of the Trustee shall be deemed a Servicing Advance for all purpose of this Agreement, otherwise it will be an
expense of the Trustee and will be payable out of the Trustee’s funds.


In the case of any appointment of a co‐trustee or
separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co‐trustee
jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the
Trustee (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title
to REMIC 1, or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or
co‐trustee at the direction of the Trustee.


Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then separate trustees and co‐trustees, as effectively as if given
to each of them.  Every instrument appointing any separate trustee or co‐trustee shall refer to this Agreement and the
conditions of this Article VIII.  Each separate trustee and co‐trustee, upon its acceptance of the trust conferred,
shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such
instrument shall be filed with the Trustee.


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


 Section 8.11          Appointment of Custodians.


The Trustee may, with the consent of the Depositor and
the Master Servicer, appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement.  The Trustee shall initially serve as the Custodian and this Agreement shall serve as the
Custodial Agreement.  The appointment of any Custodian may at any time be terminated and a substitute Custodian appointed
therefor upon the reasonable request of the Master Servicer to the Trustee and the consent of the NIMS Insurer, the consent to
which shall not be unreasonably withheld.  The Trustee shall pay any and all fees and expenses of any Custodian (other than
the Washington Mutual Custodian) in accordance with each Custodial Agreement.  Subject to Article VIII hereof, the
Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders having an interest in any Mortgage File held by such Custodian.  Each
Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have
combined capital and surplus of at least $10,000,000 and shall be qualified to do business in the jurisdiction in which it holds
any Mortgage File.  Each Custodial Agreement may be amended only as provided in Section 11.01.  In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish the obligations of the Trustee hereunder.  The
Trustee shall at all times remain responsible under the terms of this Agreement notwithstanding the fact that certain duties have
been assigned to the Custodian (other than the Washington Mutual Custodian), but only to the extent the Trustee is responsible for
its own acts hereunder.  Any documents delivered by the Depositor or the Master Servicer to a Custodian other than the
Trustee, if any, shall be deemed to have been delivered to the Trustee for all purposes hereunder; and any documents held by such a
Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder.  In order to comply with its duties
under the U.S. Patriot Act, the Custodian shall obtain and verify certain information and documentation from the other parties to
this Agreement, including, but not limited to, such parties’ name, address, and other identifying information.


 Section 8.12          Appointment of Office or Agency.


The Trustee will appoint an office or agency in the City
of New York where the Certificates may be surrendered for registration of transfer or exchange, and presented for final
distribution, and where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be
served.  As of the Closing Date, the Trustee designates its offices located at the office of Trustee’s agent, located at
DTC Transfer Agent Services, 55 Water Street, Jeanette Park Entrance, New York, NY  10041 for such purpose.


 Section 8.13          Representations and Warranties of the Trustee.


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


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


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


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


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


ARTICLE
IX



 TERMINATION


 Section 9.01          Termination Upon Purchase or Liquidation of All Mortgage Loans.


(a)        Subject to Section 9.02, the respective obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer and the Trustee (other than the obligations of the Master Servicer to
the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of
the REMIC 1 Regular Interests, REMIC 2 Regular Interests and the Classes of Certificates as hereinafter set forth) shall
terminate upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of
(i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC 1
and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO
Property remaining in REMIC 1; provided, however, that in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.  The purchase by the Terminator of all Mortgage Loans
and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the
Terminator is the Master Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and
accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to
but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO
Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable
discretion and (b) if the Terminator is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such
appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair
market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the
third paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts
necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all
amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each
case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or
paid.


(b)        The Master Servicer shall have the right and, if the Master Servicer does not
exercise such right, the NIMS Insurer, shall have the right (the party exercising such right, the “Terminator”) to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC 1 pursuant to clause (i) of the preceding
paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates
will be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC 1 pursuant to clause (i) of the preceding paragraph only if the aggregate Stated Principal Balance of
the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10% of
the Cut-off Date Principal Balance of the Closing Date Mortgage Loans.  Additionally, if the Terminator is the Master
Servicer, the Terminator may elect to  purchase all of the Mortgage Loans and each REO Property in REMIC 1 pursuant to clause
(i) of the preceding paragraph only if the Termination Price (A) is equal to or less than the aggregate fair market value of all of
the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third Business Day next preceding the
date upon which notice of any such termination is furnished to Certificateholders pursuant to Section 9.01(c)) and (B) will
result in distributions on the Certificates sufficient (together with all amounts received under the Indenture other than on
account of the Certificates) to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of,
the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any
other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set
forth in the Indenture and to the extent not previously reimbursed or paid (unless the NIMS Insurer consents to a lesser
Termination Price).  By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree for so long as
any NIM Notes are outstanding, in connection with any termination hereunder, to assign and transfer any amounts in excess of par,
and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class C
Certificates. 


(c)        Notice of the liquidation of the REMIC 1 Regular Interests shall be given
promptly by the Trustee by letter to Certificateholders mailed (a) in the event such notice is given in connection with the
purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of
such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date
upon which the Trust Fund will terminate and final payment in respect of the REMIC 1 Regular Interests and the related
Certificates will be made upon presentation and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the REMIC 1
Regular Interests or the related Certificates from and after the Accrual Period relating to the final Distribution Date therefor
and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Trustee designated in such notice for purposes of such
surrender.  The Trustee shall remit to the Master Servicer from such funds deposited in the Distribution Account (i) any
amounts which the Master Servicer would be permitted to withdraw and retain from the Collection Account pursuant to
Section 3.11 and (ii) any other amounts otherwise payable by the Trustee to the Master Servicer from amounts on deposit
in the Distribution Account pursuant to the terms of this Agreement, in each case prior to making any final distributions pursuant
to Section 9.01(d) below.  Upon certification to the Trustee by a Servicing Representative of the making of such
final deposit, the Trustee shall promptly release or cause to be released to the Terminator the Mortgage Files for the remaining
Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such
transfer.


(d)        Upon presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the
amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so
presented and surrendered.  Any funds not distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside
and held in trust by the Trustee and credited to the account of the appropriate non‐tendering Holder or Holders.  If any
Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining
non‐tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final notice to remaining related non‐tendering
Certificateholders concerning surrender of their Certificates.  The costs and expenses of maintaining the funds in trust and
of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds.  If within one year after
the final notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to Greenwich Capital
Markets, Inc., Goldman Sachs & Co. and WaMu Capital Corp., equally, all such amounts, and all rights of non‐tendering
Certificateholders in or to such amounts shall thereupon cease.  No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Trustee as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.


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


 Section 9.02          Additional Termination Requirements.


(a)        In the event that the Terminator purchases all the Mortgage Loans and each REO
Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC 1 pursuant
to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements:


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


(ii)        During such 90‐day liquidation period, and at or prior to the time of
making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC 1 to the Terminator for
cash; and


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


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


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


ARTICLE
X



 REMIC PROVISIONS


 Section 10.01      REMIC
Administration.


(a)        The Trustee shall elect to treat each Trust REMIC as a REMIC under the Code
and, if necessary, under applicable state law.  Each such election will be made on Form 1066 or other appropriate federal tax
or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued, copies of which forms and returns shall promptly be furnished by the Trustee to
the NIMS Insurer.  For the purposes of the REMIC election in respect of REMIC 1, the REMIC 1 Regular Interests shall
be designated as the Regular Interests in REMIC 1 and the Class R‐1 Interest shall be designated as the Residual
Interest in REMIC 1.  For the purposes of the REMIC election in respect of REMIC 2, (i) the Regular Certificates (other
than the Class C Certificates and the Class P Certificates) and the REMIC 2 Regular Interests shall be designated as the Regular
Interests in REMIC 2 and (ii) the Class R-2 Interest shall be designated as the Residual Interest in REMIC 2.  For the
purposes of the REMIC election in respect of REMIC CX, the Class C Certificates shall be designated as the Regular Interests
in REMIC CX and the Class R‐CX Interest shall be designated as the Residual Interest in REMIC CX.  For the
purposes of the REMIC election in respect of REMIC PX, the Class P Certificates shall be designated as the Regular Interests in
REMIC PX and the Class R-PX Interest shall be designated as the Residual Interest in REMIC PX.  The Trustee shall not permit
the creation of any “interests” in REMIC 1, REMIC 2, REMIC CX or REMIC PX (within the meaning of
Section 860G of the Code) other than the REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the interests
represented by the Certificates.


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


(c)        The Trustee shall pay, out of funds on deposit in the Distribution Account,
any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax
authorities) unless such expenses, professional fees or any administrative or judicial proceedings are incurred by reason of the
Trustee’s willful misfeasance, bad faith or negligence.  The Trustee, as agent for each Trust REMIC’s tax matters
person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any Trust REMIC and
(ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto and will be entitled to reimbursement from the Trust Fund for any expenses
incurred by the Trustee in connection therewith unless such administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority is incurred by reason of the Trustee’s willful misfeasance, bad faith or
negligence.  The holder of the largest Percentage Interest of the Class R Certificates shall be designated, in the manner
provided under Treasury regulations Section 1.860F‐4(d) and Treasury regulations Section 301.6231(a)(7)‐1, as the
tax matters person of each Trust REMIC created hereunder other than REMIC CX and REMIC PX.  The holder of the largest
Percentage Interest of the Class R-CX Certificates shall be designated, in the manner provided under Treasury regulations Section
1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of REMIC CX.  The holder of the
largest Percentage Interest of the Class R-PX Certificates shall be designated, in the manner provided under Treasury regulations
Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of REMIC PX.  By its
acceptance thereof, each such holder hereby agrees to irrevocably appoint the Trustee or an Affiliate as its agent to perform all
of the duties of the tax matters person of each respective REMIC.


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


(e)        The Trustee shall perform on behalf of each Trust REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions or other compliance
guidance issued by the Internal Revenue Service or any state or local taxing authority.  Among its other duties, as required
by the Code, the REMIC Provisions or such other compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate (or other person designated in Section 860E(e)(3) of the Code) and to the Internal Revenue Service such
information as is necessary for the computation of any tax relating to the transfer of a Residual Certificate to any Person who is
not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the
REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of each Trust REMIC.  The Master Servicer shall provide on a timely basis to
the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is
in its possession and reasonably required by the Trustee to enable it to perform its obligations under this subsection.  In
addition, the Depositor shall provide or cause to be provided to the Trustee, within ten (10) days after the Closing Date, all
information or data that the Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of
the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the
Certificates.  The Depositor shall also provide such information or data to the NIMS Insurer.


(f)         The Trustee shall take such action and shall cause each Trust REMIC
created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC
Provisions (and the Master Servicer shall assist the Trustee, to the extent reasonably requested by the Trustee to do specific
actions in order to assist in the maintenance of such status).  The Trustee shall not take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited transactions set forth in Section 860F(a) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse
REMIC Event”) unless the Trustee and the NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee and the
NIMS Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trustee) to the effect
that the contemplated action will not, with respect to any Trust REMIC, endanger such status or result in the imposition of such a
tax, nor shall the Master Servicer take or fail to take any action (whether or not authorized hereunder) as to which the Trustee
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action; provided that the Master Servicer may conclusively rely on such Opinion of Counsel and shall incur no
liability for its action or failure to act in accordance with such Opinion of Counsel.  The Trustee shall deliver to the NIMS
Insurer a copy of any such advice or opinion.  In addition, prior to taking any action with respect to any Trust REMIC or the
assets thereof, or causing any Trust REMIC to take any action, which is not contemplated under the terms of this Agreement, the
Master Servicer will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to a Trust REMIC, and the Master Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur;
provided that the Master Servicer may conclusively rely on such writing and shall incur no liability for its action or failure to
act in accordance with such writing.  The Trustee may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an
expense of the Trustee.  At all times as may be required by the Code, the Trustee will ensure that substantially all of the
assets of REMIC 1 will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5) of the Code.


(g)        If any tax is imposed on prohibited transactions of any Trust REMIC created
hereunder pursuant to Section 860F(a) of the Code, on the net income from foreclosure property of  any such REMIC
pursuant to Section 860G(c) of the Code, or on any contributions to any such REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or if any other tax is imposed by the Code or any applicable provisions of state
or local tax laws, such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof, if such tax arises out
of or results from a breach by the Trustee of any of its obligations under this Article X, (ii) to the Master Servicer
pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X, or (iii) otherwise against amounts on deposit in the Distribution
Account and shall be paid by withdrawal therefrom.


(h)        On or before April 15 of each calendar year commencing after the date of
this Agreement, the Trustee shall deliver to the Master Servicer, the NIMS Insurer and each Rating Agency a Certificate from a
Responsible Officer of the Trustee stating the Trustee’s compliance with this Article X.


(i)         The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each Trust REMIC on a calendar year and on an accrual basis.


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


(k)        Neither the Trustee nor the Master Servicer shall enter into any arrangement
by which any Trust REMIC will receive a fee or other compensation for services or permit any Trust REMIC to receive any income from
assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 Section 10.02      Prohibited Transactions and Activities.


None of the Depositor, the Master Servicer or the
Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC 1, (iii) the termination of REMIC 1 pursuant to Article IX of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement), nor acquire any assets for any Trust REMIC (other than REO Property acquired
in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, nor accept any contributions to any Trust REMIC after the Closing Date (other than a Qualified Substitute
Mortgage Loan delivered in accordance with Section 2.03), unless it and the NIMS Insurer have received an Opinion of Counsel,
addressed to the Trustee and the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution,
acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition
or contribution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be
subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.


 Section 10.03      Trustee, Master Servicer and Depositor Indemnification.


(a)        The Trustee agrees to indemnify the Trust Fund, the Depositor and the Master
Servicer for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer as a result of a breach of the Trustee’s covenants set forth in this
Article X or any state, local or franchise taxes imposed upon the Trust as a result of the location of the Trustee.


(b)        The Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the
Trust Fund, the Depositor or the Trustee as a result of a breach of the Master Servicer’s covenants set forth in
Article III or this Article X or any state, local or franchise taxes imposed upon the Trust as a result of the location
of the Master Servicer or any subservicer.


(c)        The Depositor agrees to indemnify the Trust Fund, the Master Servicer and the
Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the
Trust Fund, the Master Servicer or the Trustee as a result of a breach of the Depositor’s covenants set forth in this
Article X.


ARTICLE
XI



 MISCELLANEOUS PROVISIONS


 Section 11.01      Amendment.


This Agreement or any Custodial Agreement may be amended
from time to time by the Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian, with the consent of the
NIMS Insurer, and without the consent of any of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to
correct, modify or supplement any provisions herein (including to give effect to the expectations of Certificateholders), or in any
Custodial Agreement, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or
desirable to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to avoid
or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust
Fund, provided that the Trustee, the NIMS Insurer, the Depositor and the Master Servicer have received an Opinion of Counsel to the
effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (B) such action will not adversely affect the status of the Trust Fund as a REMIC or adversely
affect in any material respect the interest of any Certificateholder or (iv) to make any other provisions with respect to
matters or questions arising under this Agreement or in any Custodial Agreement which shall not be inconsistent with the provisions
of this Agreement or such Custodial Agreement, provided that, in each case, such action shall not, as evidenced by an Opinion of
Counsel delivered to the parties hereto and the NIMS Insurer, adversely affect in any material respect the interests of any
Certificateholder and, provided, further, that (A) such action will not affect in any material respect the permitted
activities of the Trust and (B) such action will not increase in any material respect the degree of discretion which the
Master Servicer is allowed to exercise in servicing the Mortgage Loans.  No amendment shall be deemed to adversely affect in
any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel shall be
required to address the effect of any such amendment on any such consenting Certificateholder.


This Agreement or any Custodial Agreement may also be
amended from time to time by the Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian, with the consent of
the NIMS Insurer, and with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights, for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any
Custodial Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates in a manner, other than as described in (i), without
the consent of the Holders of Certificates of such Class evidencing at least 66% of the Voting Rights allocated to such Class, or
(iii) modify the consents required by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding.  Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such
Certificates. 


Notwithstanding any contrary provision of this
Agreement, the Trustee and the NIMS Insurer shall be entitled to receive an Opinion of Counsel to the effect that such amendment
will not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding.


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


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


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


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


 Section 11.02      Recordation of Agreement; Counterparts.


To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Trust, but only
upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same
instrument.


 Section 11.03      Limitation on Rights of Certificateholders.


The death or incapacity of any Certificateholder shall
not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of
the Trust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


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


No Certificateholder shall have any right by virtue of
any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding.  It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders.  For
the protection and enforcement of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 Section 11.04      Governing Law; Jurisdiction.


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


 Section 11.05      Notices.


All directions, demands and notices hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid,
by facsimile or by express delivery service, to (a) in the case of the Master Servicer, Long Beach Mortgage Company, 1400
South Douglass Road, Suite 100, Anaheim, California 92806, Attention:  General Counsel (telecopy number:  (206)
554-2717), or such other address or telecopy number as may hereafter be furnished to the other parties hereto in writing by the
Master Servicer, (b) in the case of the Trustee, Deutsche Bank National Trust Company, 1761 St. Andrew Place, Santa Ana,
California 92705‐4934, Attention:  Trust Administration Services LB0501 (telecopy number (714) 247‐6478) or such
other address or telecopy number as may hereafter be furnished to the other parties hereto in writing by the Trustee, (c) in
the case of the Depositor, Long Beach Securities Corp., 1400 South Douglass Road, Suite 100, Anaheim, California 92806,
Attention:  General Counsel (telecopy number:  (206) 554-2717), or such other address or telecopy number as may be
furnished to the other parties hereto in writing by the Depositor, and (d) in the case of the NIMS Insurer, the NIMS
Insurer’s address or telecopy number as set forth in the Indenture, or such other addresses or telecopy number as may be
furnished to the other parties hereto in writing by the NIMS Insurer.  Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register.  Notice of any Master Servicer default shall be given by telecopy and by certified mail.  Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice.  A copy of any notice required to be telecopied hereunder shall also be mailed to the
appropriate party in the manner set forth above.


 Section 11.06      Severability of Provisions.


If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.


 Section 11.07      Notice to the Rating Agencies and the NIMS Insurer.


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


1.         Any
amendment to this Agreement;


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


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


4.         The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated by Section 2.03;


5.         The
final payment to the Holders of any Class of Certificates;


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


7.         The
Trustee were it to succeed as Master Servicer, is unable to make advances regarding delinquent Mortgage Loans; and


8.         The
filing of any claim under the Master Servicer’s blanket bond and errors and omissions insurance policy required by
Section 3.14 or the cancellation or material modification of coverage under any such instrument.


In addition, the Trustee shall promptly make available
to each Rating Agency copies of each Statement to Certificateholders described in Section 4.03 hereof and the Master Servicer
shall promptly furnish to each Rating Agency copies of the following:


1.         each
annual statement as to compliance described in Section 3.20 hereof;


2.         each
annual independent public accountants’ servicing report described in Section 3.21 hereof.


Any such notice pursuant to this Section 11.07
shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage
prepaid, or by express delivery service to Moody’s Investors Service, Inc., 99 Church Street, New York, NY 10048,
Attention:  MBS Monitoring/Long Beach Mortgage Loan Trust 2005‐1; Fitch, Inc., One State Street Plaza, New York, New
York 10004, Standard & Poor’s Rating Services, Inc., 55 Water Street, New York, New York 10041 and the NIMS Insurer at
the address provided in Section 11.05.


In addition, each party hereto agrees that it will
furnish or make available to the NIMS Insurer a copy of any opinions, notices, reports, schedules, certificates, statements, rating
confirmation letters or other information that are furnished hereunder to the Trustee or the Certificateholders.


 Section 11.08      Article and Section References.


All Article and Section references used in
this Agreement, unless otherwise provided, are to articles and sections in this Agreement.


Section
11.09      Third-Party Beneficiaries.


The NIMS Insurer shall be deemed a third‐party
beneficiary of this Agreement, and shall be entitled to enforce such rights, in each case, as if it were a party hereto. 
Notwithstanding anything to the contrary anywhere in this Agreement, all rights of the NIMS Insurer hereunder (i) shall be
suspended whenever rights of the NIMS Insurer under the Indenture (other than the right to consent to amendments to the Indenture)
are suspended and (ii) except in the case of any right to indemnification hereunder shall permanently terminate upon the later
to occur of (A) the payment in full of the Insured NIM Notes as provided in the Indenture and (B) the payment in full to
the NIMS Insurer of any amounts owed to the NIMS Insurer as provided in the Indenture.


 Section 11.10      Grant
of Security Interest.


It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and the other property specified in Section 2.01 by the Depositor to the Trustee be, and be
construed as, a sale and not a pledge to secure a debt or other obligation of the Depositor.  However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans or other property conveyed to the Trustee pursuant to
Section 2.01 are held to be property of the Depositor, then, (a) it is the express intent of the parties that such conveyance
be deemed a pledge of the Mortgage Loans and all other property conveyed to the Trustee pursuant to Section 2.01 by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor and (b)(1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the
State of New York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by the Depositor
to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and
all amounts payable to the holders of the Mortgage Loans and all other property conveyed to the Trustee pursuant to Section 2.01 in
accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities
or other property; (3) the obligations secured by such security agreement shall be deemed to be all of the Depositor’s
obligations under this Agreement, including the obligation to provide to the Certificateholders the benefits of this Agreement
relating to the Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the
purpose of perfecting such security interest under applicable law.  Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in clause (2) of the preceding sentence, for the purpose
of securing to the Trustee the performance by the Depositor of the obligations described in clause (3) of the preceding
sentence.  Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 to be a true,
absolute and unconditional sale of the Mortgage Loans and assets constituting the Trust Fund by the Depositor to the
Trustee.











IN WITNESS WHEREOF, the Depositor, the Master Servicer
and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the
day and year first above written.


LONG
BEACH SECURITIES CORP.,

  as Depositor


 


 


By: 
                                                                            


 Name:     Deven Patel

Title:        Authorized Officer


 


LONG
BEACH MORTGAGE COMPANY,

  as Master Servicer


 


 


By: 
                                                                            


 Name:     Deven Patel

Title:        Vice President


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,

  as Trustee


 


 


By: 
                                                                            


 Name:     Ronaldo Reyes

Title:        Assistant Vice President


 


 


By:                                                                              


 Name:     Valerie Delgado

Title:        Associate


 


 











STATE OF
CALIFORNIA                 )


                                                           
)  ss.:


COUNTY OF
ORANGE                   
)


 


On January ___, 2005 before me,
_____________________________, personally appeared Deven Patel, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


Signature _________________________________


 


 


(Seal)








 


STATE OF
CALIFORNIA                 )


     
                                                        
)  ss.:


COUNTY OF
ORANGE                   
)


 


On January ___, 2005 before me,
_____________________________, personally appeared RONALDO REYES, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


Signature _________________________________


 


 


(Seal)








STATE OF
CALIFORNIA                 )


  
                                                           
)  ss.:


COUNTY OF
ORANGE                   
)


 


 


On January ___, 2005 before me,
_____________________________, personally appeared VALERIE DELGADO, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


Signature _________________________________


 


 


(Seal)







EXHIBIT
A-1


 


CLASS I-A1
CERTIFICATES


 


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 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

	
:

	
I-A1


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class I-A1


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


 


LONG BEACH
SECURITIES CORP., as Depositor


 


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class I-A1 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class I-A1 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class I-A1 Certificate (obtained by dividing the Denomination of this Class I-A1
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class I-A1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class I-A1 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 Class I-A1 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 Class I-A1 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐1


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


This is one of the Class I-A1 Certificates referenced in the within-mentioned Agreement






By       
                                                           


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
I-A1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            The Certificates are issuable only as registered
Certificates without coupons in denomi-nations 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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-2







CLASS II-A1
CERTIFICATES


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 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

	
:

	
II-A1


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class II-A1


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A1 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class II-A1
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class II-A1 Certificate (obtained by dividing the Denomination of this Class
II-A1 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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class II-A1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A1 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 Class II-A1 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 Class II-A1 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


This is one of the
Class II-A1 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
II-A1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            The Certificates are issuable only as registered
Certificates without coupons in denomi-nations 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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-3







CLASS II-A2
CERTIFICATES


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
II-A2


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class II-A2


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A2 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class II-A2
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class II-A2 Certificate (obtained by dividing the Denomination of this Class
II-A2 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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class II-A2 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A2 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 Class II-A2 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 Class II-A2 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


This is one of the
Class II-A2 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
II-A2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            The Certificates are issuable only as registered
Certificates without coupons in denomi-nations 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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-4







CLASS II-A3
CERTIFICATES


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
II-A3


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class II-A3


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A3 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class II-A3
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class II-A3 Certificate (obtained by dividing the Denomination of this Class
II-A3 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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class II-A3 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A3 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 Class II-A3 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 Class II-A3 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


This is one of the
Class II-A3 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
II-A3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            The Certificates are issuable only as registered
Certificates without coupons in denomi-nations 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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-5







CLASS M-1
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES AND THE CLASS II-A3 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO 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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-1


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-1


 


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


 


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-1 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-1 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-1 Certificate (obtained by dividing the Denomination of this Class M-1
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-1 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 Class M-1 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 Class M-1 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


This is one of the
Class M-1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-6


 







CLASS M-2
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO 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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-2


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-2


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein.  Accordingly, the Certificate Principal Balance of this Class M-2 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-2 Certificate (obtained by dividing the Denomination of this Class M-2
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-2 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-2 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 Class M-2 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 Class M-2 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-2 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-7


 







CLASS M-3
CERTIFICATES


 


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES
AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-3


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-3


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-3 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-3 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-3 Certificate (obtained by dividing the Denomination of this Class M-3
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-3 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-3 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 Class M-3 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 Class M-3 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January
__, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-3 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 







[Reverse of Class
M-3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-8







CLASS M-4
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-4


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-4


 


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-4 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-4 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-4 Certificate (obtained by dividing the Denomination of this Class M-4
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-4 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-4 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 Class M-4 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 Class M-4 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-4 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 







[Reverse of Class
M-4 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-9







CLASS M-5
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-5


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-5


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


 


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-5 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-5 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-5 Certificate (obtained by dividing the Denomination of this Class M-5
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-5 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-5 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 Class M-5 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 Class M-5 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-5 Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-5 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-10







CLASS M-6
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-6


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-6


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-6 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-6 Certificate (obtained by dividing the Denomination of this Class M-6
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-6 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-6 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 Class M-6 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 Class M-6 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-6 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-6 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-11







CLASS M-7
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-7


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-7


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-7 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-7 Certificate (obtained by dividing the Denomination of this Class M-7
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-7 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-7 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 Class M-7 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 Class M-7 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-7 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-7 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-12







CLASS M-8
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-8


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-8


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-8 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-8 Certificate (obtained by dividing the Denomination of this Class M-8
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-8 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-8 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 Class M-8 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 Class M-8 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-8 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-8 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-13







CLASS M-9
CERTIFICATES


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.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


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.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-9


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class M-9


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class M-9 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class M-9 Certificate (obtained by dividing the Denomination of this Class M-9
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class M-9 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-9 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 Class M-9 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 Class M-9 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class M-9 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
M-9 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-14







CLASS B-1
CERTIFICATES


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.


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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”).


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
B-1


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class B-1


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class B-1 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class B-1 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer 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 Class B-1 Certificate (obtained by dividing the Denomination of this Class B-1
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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class B-1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class B-1 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer of this Certificate is to be made without registration under the 1933 Act (other than in
connection with the initial sale of thereof to the initial purchasers or the initial issuance thereof), then the Trustee shall
refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit J-1A to the Agreement and a
certificate from such Certificateholder’s prospective transferee substantially in the form attached as Exhibit J-1B to the
Agreement (which in the case of the Book-Entry Certificates, the Certificateholder and the Certificateholder’s prospective
transferee will be deemed to have represented such certification).  The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            Reference is hereby made to the further provisions of
this Class B-1 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 Class B-1 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class B-1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 







[Reverse of Class
B-1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-15







CLASS B-2
CERTIFICATES


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.


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS B-1 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO 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”).


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
B-2


	
Assumed Maturity Date

	
:

	
February, 2035










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class B-2


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


LONG BEACH
SECURITIES CORP., as Depositor


            Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class B-2 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class B-2 Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee
referred to below or any of their respective affiliates.


            This certifies that Long Beach Mortgage Company is the
registered owner of the Percentage Interest evidenced by this Class B-2 Certificate (obtained by dividing the Denomination of this
Class B-2 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 Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class B-2 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class B-2 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            Reference is hereby made to the further provisions of
this Class B-2 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 Class B-2 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class B-2 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 







[Reverse of Class
B-2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-16







CLASS C
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”).


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS B-1 CERTIFICATES AND
THE CLASS B-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Original Certificate Principal Balance

	
:

	
$[_______]


	
Initial Notional Amount of this Certificate (“Denomination”)

	
:

	
$[_______]


	
Original Notional Amount of this Class

	
:

	
$[_______]


	
Percentage

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
Class

	
:

	
C










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class C


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


LONG BEACH
SECURITIES CORP., as Depositor


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


            This certifies that Long Beach Asset Holdings Corp. is
the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the Denomination of
this Class C Certificate by the Original Notional Amount) in certain distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to
a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the Depositor, Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            Reference is hereby made to the further provisions of
this Class C 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 Class C 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class C Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
C Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-17







CLASS P
CERTIFICATE


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


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Initial Certificate Principal Balance of this Certificate (“Denomination”)

	
:

	
$100.00


	
Original Class Certificate Principal Balance of this Class

	
:

	
$100.00


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
P










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class P


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


LONG BEACH
SECURITIES CORP., as Depositor


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


            This certifies that Long Beach Asset Holdings Corp. is
the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the Denomination of
this Class P Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.  This Class P Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class P Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.


            This Certificate does not have a pass-through rate and
will be entitled to distributions only to the extent set forth in the Agreement.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            Reference is hereby made to the further provisions of
this Class P 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 Class P 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
Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class P Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
P Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee and any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-18


 







CLASS R
CERTIFICATES


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


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES
NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.


NO TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED
ORGANIZATION,” AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.


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


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class R


 


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


LONG BEACH
SECURITIES CORP., as Depositor


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


            This certifies that Long Beach Asset Holdings Corp. 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 Long
Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of January 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).  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.


            This Certificate does not have a principal balance or
pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.  In addition, 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 office or agency designated by the Trustee.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            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 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 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.  Pursuant to the Agreement, the Trustee 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 Disqualified Organization acquires an Ownership Interest on a Class R 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 Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


 


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class R Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
R Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee and any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            By acceptance of the Class R Certificates the Holders of
the Class R Certificates agree that for so long as any of the NIM Notes are outstanding or any amounts are reimbursable or payable
to the NIMS Insurer, if any, in accordance with the terms of the Indenture, in connection with any amounts distributable to the
Holders of the Class R Certificates pursuant to Section 4.01(d)(i)(ff) of the Agreement, their rights to receive the amounts so
distributable are assigned and transferred and any such amounts shall be paid by the Trustee out of the Trust Fund, and to the
extent received by the Holders of the Class R Certificates they shall pay any such amounts, to the Holders of the Class C
Certificates.  By acceptance of the Class R Certificates, the Holders of the Class R Certificates direct the Trustee to pay
any amounts due to the Holders of the Class R Certificates on the first Distribution Date to the Holders of the Class C
Certificates.


            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
A-19







CLASS R-CX
CERTIFICATES


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS 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”).


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CLASS R-CX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES
NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.


NO TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED
ORGANIZATION,” AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.


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


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-CX










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class R-CX


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


LONG BEACH
SECURITIES CORP., as Depositor


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


            This certifies that Long Beach Asset Holdings Corp. 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 Long
Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of January 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).  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.


            This Certificate does not have a principal balance or
pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.  In addition, 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 office or agency designated by the Trustee.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            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 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 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.  Pursuant to the Agreement, the Trustee 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 Disqualified Organization acquires an Ownership Interest on a Class R-CX 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 Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class R-CX Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
R-CX Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee and any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
A-20


 







CLASS R-PX
CERTIFICATES


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS 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”).


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


THIS CLASS R-PX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES
NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.


NO TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED
ORGANIZATION,” AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.


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


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


	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, January 1, 2005


	
First Distribution Date

	
:

	
February 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-PX










Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1

Class R-PX


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


 


LONG BEACH
SECURITIES CORP., as Depositor


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


            This certifies that Long Beach Asset Holdings Corp. 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 Long
Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of January 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).  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.


            This Certificate does not have a principal balance or
pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.  In addition, 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 office or agency designated by the Trustee.


            No transfer, sale, pledge or other disposition of a
Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event that a transfer is to
be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to
the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a transfer is not to be
made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal and state laws.


            No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


            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 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 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.  Pursuant to the Agreement, the Trustee 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 Disqualified Organization acquires an Ownership Interest on a Class R-PX 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 Trustee.







            IN WITNESS WHEREOF, the Trustee, on behalf of the Trust
has caused this Certificate to be duly executed.


Dated:  January __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class R-PX Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee







[Reverse of Class
R-PX Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐1

Asset-Backed Certificates,

Series 2005‐1


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1 (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 the
Trustee is not 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.


            Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, 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 by check
or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer
or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office or agency of the Trustee 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 and obligations of the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of 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 Trustee upon
surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee 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.


            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.


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


            The Depositor, the Master Servicer, the Trustee and any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


            On any Distribution Date following the date at which the
remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that
no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to
the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the
Distribution Date for the Certificates in February, 2035.


            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
B-1


 


Form of CLASS
I-A1 Cap Agreement


 


23 December 2004 


TRANSACTION


 


To:
       Long Beach Mortgage Company

            c/o Deutsche Bank National Trust Company, as
trustee 


Attn:     Trust Administration –
LB 0501

Fax:      +1 (714) 247-6471


Our Reference:  IRG6652101.2A.2B – Class
I‐A1 Certificates


The purpose of this letter agreement is to confirm the
terms and conditions of the Transaction entered into between Long Beach Mortgage Company, a corporation organized under the laws of
the State of Delaware, and Greenwich Capital Derivatives, Inc. (“GCD”) (each a "party" and together "the parties") on
the Trade Date specified below (the "Transaction").


      The definitions and
provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”)) (the “Definitions”) are incorporated into this Confirmation.  In the event of any
inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.


      1.   This Confirmation
evidences a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this
Confirmation relates and will constitute a Confirmation subject to the terms and conditions of the 1992 Master Agreement
(Multicurrency - Cross Border) in the form published by ISDA, which is incorporated by reference hereby, except as expressly
modified herein (the “ISDA Form”) but without any Schedule except for the election of (i) the laws of the State of New
York (without reference to choice of law doctrine other than New York General Obligations Law Section 5-1401) as the governing law,
(ii) USD as the Termination Currency; (iii) that Party A and Party B will make the representations in Section (a) “Payer
Representations” of Part 2 “Tax Representations” of the Schedule to the ISDA Form; and (iv) that the Royal Bank
of Scotland plc shall be a Credit Support Provider of Party A, and its Deed Poll Guaranty shall be a Credit Support
Document. 


      Each party will make each
payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of
the account specified below, in freely transferable funds and in the manner customary for payments in the required currency. 
If on any date amounts would otherwise be payable in the same currency by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that
would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate amount.


      This Confirmation will be
governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine other
than New York General Obligations Law Section 5-1401.  Each party irrevocably agrees that the courts of the State of New York
located in the Borough of Manhattan and the United States District Court for the Southern District of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in
connection with this Confirmation and for such purposes hereby irrevocably submits to the jurisdiction of such courts.  Each
party waives any objection which it may have now or in the future to the laying of venue of any suit, action or proceeding in the
above courts and agrees not to claim that either court is an inconvenient forum.  Additionally to the fullest extent permitted
by applicable law, each party waives its respective right to jury trial with respect to any suit, action or proceeding arising
under, or in connection with, this Confirmation.


      In this Confirmation "Party
A" means GCD and "Party B" means Long Beach Mortgage Company.


      2.   The
particular Transaction to which this Confirmation relates is a Rate Cap, the terms of which are as follows:



	
Notional Amount:

	
With respect to any Calculation Period, the lesser
of: 


(i)   As detailed in Schedule A attached hereto for each Calculation
Period, and


(ii)
The aggregate outstanding Certificate Principal Balance of the Class I‐A1 Certificates
immediately prior to the last day of such Calculation Period.


	
Cap Rate:

	
As detailed in Schedule A attached hereto for each
Calculation Period.


	
Trade Date:

	
22 December 2004


	
Effective Date:

	
6 January 2005


	
Termination Date:

	
25 November 2008, subject to adjustment in accordance with
the Following Business Day Convention.


	
Fixed Amounts:

	
	
      Fixed Rate
Payer:

	
Party B


	
      Fixed Amount:

       (Premium)

	
USD 400,000, paid by Party B to Party A on the Fixed Rate
Payer Payment Date, subject to Adjustment in accordance with the Following Business Day Convention.


	
      Fixed Rate Payer Payment
Date:

	
6 January 2005


	
Floating Amounts:


 

	
	
      Floating Rate
Payer:

	
Party A


	
      Floating Rate Payer
Period


      End Dates:

	
The 25th of each month, commencing on 25 February 2005
through and including the Termination Date, subject to adjustment in accordance with the Following Business Day
Convention


	
      Floating Rate Payer Payment
Dates:

	
Two Business Days prior to each Floating Rate Payer Period
End Date


	
      Floating Rate for initial
Calculation Period:

	
To be determined


	
      Floating Rate
Option:

	
USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 10.00% then the Floating
Rate Option shall be deemed to be 10.00% for such Calculation Period.


	
      Floating Rate Payer Payment
Amount

	
Notional Amount times the Floating Rate Day Count Fraction
times (Floating Rate Option minus Cap Rate); provided, however, that no payment shall be made by Party A and the Floating Rate
Payer Payment Amount shall be zero if the Floating Rate Option is less than or equal to the Cap Rate.


	
      Designated
Maturity:

	
1 month


	
      Spread:

	
None


	
      Floating Rate Day Count
Fraction:

	
Actual/360


	
      Reset Dates:

	
The first day of each Floating Rate Payer Calculation
Period.


	
      Rate Cut-off
Dates:

	
Inapplicable


	
      Method of
Averaging:

	
Inapplicable


	
      Compounding:

	
Inapplicable


	
      Compounding
Dates:

	
Inapplicable


	
      Business Days for
payment:

	
New York


	
      Calculation
Agent:

	
Greenwich Capital Markets, Inc. (as agent for
Party A)


	
3.   Credit Support Documents:


 

	
 


	
      Party A Credit Support
Documents:

	
The Deed Poll Guarantee dated as of June 21, 2001, by the
Royal Bank of Scotland plc in favor of all Designated Counterparties.


	
      Party B Credit Support
Documents:

	
Inapplicable


	
4.   Account Details:


 

	
 


	
      Payment to Party
A:

	
JP Morgan Chase Bank, New York

ABA#:  021-0000-21

Beneficiary:  Greenwich Capital Derivatives, Inc.

Account Number:  066-9-05206


	


      Payments to Party B:

	


Deutsche Bank National Trust Company

ABA# 021001033

LA Asset Backed Account

Acct.# 01419663

Acct Name:  NYLTD Funds Control – Stars West

Ref: Long Beach 2005-1

Cap payment ref # IRG6652101.2A.2B







 


5.  
Offices:


 


      The Office of Party A for the
Transaction is Greenwich, CT.


 


      The Office of Party B for the Transaction is Santa Ana, CA.


 


6.   For the purpose of Sections 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver the following
documents, as applicable:


 


      (a)  Tax forms, documents or
certificates to be delivered are:


 


            (i)   As soon as possible or upon demand, any
document required or reasonably requested to allow the other party to make payments under this Transaction without any deduction or
withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate.


 


      (b)  Other documents to be delivered are:


            (i)   Upon execution and delivery of this
Confirmation, copies of specimen signatures of persons authorized to execute this Confirmation.  This document will be covered
by the 3(d) representation of the ISDA Form.


 


            (ii) As soon as possible upon request, such other
documents as the other party may reasonably request in connection with the Transaction to which this Confirmation relates. These
documents will be covered by the 3(d) representation of the ISDA Form.


 


            (iii) With respect to Party A only, and as soon as
practicable after request, annual audited financial statements of Party A’s Credit Support Provider. These documents will be
covered by the 3(d) representation of the ISDA Form.


            (iv) With respect to Party A only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party B.  With respect to Party B only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party A.


7.   Addresses for Notices:


      For the purpose of Section 12(a) of the ISDA Form:


 


Address
for notices or communications to Party A:


 


Greenwich
Capital Derivatives, Inc.

Customer Service/Confirmations (203) 618-2525

Fax: (203) 618-2580 (Confirmations)

gcmderivatives@gcm.com


 


Address
for notices or communications to Party B:


 


Deutsche
Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – LB 0501

Tel: 001-714-247-6000

Fax: 001-714-247-6471


8.  
Additional Provisions:       


 


      Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if Party B has satisfied its payment
obligations under Section 2(a)(i) of the ISDA Form, then unless Party A is required pursuant to appropriate proceedings to return
to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, (a) the occurrence of an event
described in Section 5(a) of the ISDA Form with respect to Party B  shall not constitute an Event of Default or Potential
Event of Default with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the ISDA Form only as a result of a Termination Event set forth in either Section
5(b)(i) or Section 5(b)(ii) of the ISDA Form with respect to Party A as the Affected Party or Section 5(b)(iii) of the ISDA Form
with respect to Party A as the Burdened Party.  For purposes of the Transaction to which this Confirmation relates, Party
B’s only obligation under Section 2(a)(i) of the ISDA Form is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.


 


9.   Transfer,
Amendment and Assignment:    


 


      No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other
than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National
Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated
as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer,
and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‐1 (the
“Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last
sentence of this Section 9) shall be permitted by either party unless each of Moody’s Investors Service, Inc.
(“Moody’s”), Fitch, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc.
("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile
transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its
then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‐1 Asset-Backed Certificates, Series 2005‐1 (the
“Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”)
if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the
“Indenture”) and secured by certain of the Certificates without regard to the insurance policies issued by the Note
Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture).  Furthermore, no such transfer, amendment,
waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note
Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented
thereto, which consent shall not be unreasonably withheld.  Any transfer, amendment, waiver, assignment or other modification
without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note
Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has
occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note
Insurer Default (if any, as defined in the Indenture) has occurred and is continuing.  Notwithstanding anything herein to the
contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to
the Credit Support Provider, without obtaining prior consent of any person.


 


10.
Proceedings:        


 


      Party A shall not institute against or cause any other person to institute against, or join any other
person in instituting against Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee  under
the Pooling Agreement on behalf of the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of
one year and one day following the later of indefeasible payment in full of the Certificates and NIMS (if any).


 


11. 
Set-off:


 


      The provisions for Set-off set forth in Section 6(e) of the ISDA Form shall not apply for purposes of
this Transaction.  Notwithstanding any provision of this Confirmation, the ISDA Form or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and
the other party under any other agreements.


 


12.  Rating Agency
Downgrade:


 


      Notwithstanding anything
else to the contrary herein, in the event that the short-term unsecured and unsubordinated debt rating of Party A’s Credit
Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt
rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating
Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating
withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed
the rating of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if
any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or
downgrade), Party A, at its own expense, shall (i) seek another entity to replace Party A as party to this Agreement that meets or
exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent
agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement, (iii)
post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer or the Backup Note Insurer;
or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap
Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note
Insurer.


 


13.  Additional
Termination Events:


 


      Additional Termination Events will apply.  If a Rating Agency Downgrade has occurred and Party A
has not, within 30 days, complied with Section 12 above, then an Additional Termination Event shall have occurred with respect to
Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event.  For the avoidance
of doubt, this Additional Termination Event will only occur upon the written designation of an Early Termination Date with respect
thereto by Party B.  The Second Method and Market Quotation will apply.


14.  Amendment to
the ISDA Form:


 


      The “Failure to
Pay or Deliver” provision in Section 5(a)(i) of the ISDA Form is hereby amended by deleting the word
“third” in the third line thereof and inserting the word “first” in place thereof.  The provisions in
Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(b)(iv) of the ISDA Form are hereby deleted, and clause (2) in
Section 5(a)(vii) of the ISDA Form shall not apply to Party B.


15.  Additional
Basic Representations:


 


      In Section 3(a) of the ISDA Form the following representations which shall be construed as Section
3(a)(vi) and (vii) shall be added:


(vi) 
Organization.         It is, in the case of Party A, corporation organized
under the laws of the State of Delaware, and in the case of Party B, a corporation organized under the laws of the State of
Delaware. 


(vii)Eligible Contract Participant.  It is an "eligible contract participant" as defined in Section 1a
(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended.


16. Relationship Between
Parties:


 


      Each party will be deemed
to represent to the other party on the date on which it enters into this Transaction or an amendment thereof that:


(i)   Each Party is acting for its own account.  Each Party has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected
results of this Transaction nor shall any communication (written or oral) received from the other party be deemed to be an
assurance or guarantee as to the expected results of that Transaction. 


 


(ii)   It is capable of evaluating and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this Transaction.  It is also capable of assuming,
and assumes, the financial and other risks of this Transaction.


 


(iii) 
The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(iv)  It
is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in instruments that
are identical or economically related to this Transaction or (B) have an investment banking or other commercial relationship with
the issuer of an instrument underlying this Transaction.


17.
Definitions:


 


      Capitalized terms not
otherwise defined herein and in the Definitions shall have the meanings set forth in the Pooling Agreement.  In the case of
any inconsistency between this Confirmation and such terms, this Confirmation will prevail.


18.  Third Party
Beneficiaries:


 


      Each of the Note Insurer
and the Backup Note Insurer, if any, is a third party beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.


19.  Automatic
Early Termination:


 


      The Automatic Early
Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B.


 


20.  Agency Role of
Greenwich Capital Markets, Inc.


 


      In connection with this
Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf  of Party A.  Greenwich Capital Markets, Inc. has
not guaranteed and is not otherwise responsible for the obligations of Party A under this Agreement.












      Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile
transmission at (203) 618-2580 (Confirmations).  If you have any questions regarding payments or resets, please contact
our Customer Service/Confirmations Group at (203) 618-2525.


      We are happy to have
completed this transaction with you.


Yours
sincerely,


GREENWICH
CAPITAL DERIVATIVES, INC.


 By:  Greenwich Capital Markets, Inc., its agent


 


 


By:
________________________


      Name:

      Title:          


 


 


 


Accepted and confirmed as
of

the date first above written:


 Long Beach Mortgage
Company


 


 


By:
________________________

     Name:   Deven Patel

     Title:     Vice President










For use with
Reference Number IRG6652101.2A.2B

(all dates subject to adjustment in accordance with the Following Business Day Convention). 


Schedule
A




	

Calculation Period



	

From and Including



	

To but Excluding



	

Notional Amount ($)



	

Cap Rate (%)




	
1

	
01/06/05

	
02/25/05

	
1,912,475,000

	
4.00614


	
2

	
02/25/05

	
03/25/05

	
1,852,904,293

	
7.15423


	
3

	
03/25/05

	
04/25/05

	
1,794,545,479

	
6.46221


	
4

	
04/25/05

	
05/25/05

	
1,737,363,237

	
6.67792


	
5

	
05/25/05

	
06/25/05

	
1,681,324,480

	
6.46783


	
6

	
06/25/05

	
07/25/05

	
1,626,400,114

	
6.68365


	
7

	
07/25/05

	
08/25/05

	
1,572,560,073

	
6.46822


	
8

	
08/25/05

	
09/25/05

	
1,519,778,289

	
6.46835


	
9

	
09/25/05

	
10/25/05

	
1,468,030,927

	
6.68405


	
10

	
10/25/05

	
11/25/05

	
1,417,306,194

	
6.46847


	
11

	
11/25/05

	
12/25/05

	
1,367,893,293

	
6.68934


	
12

	
12/25/05

	
01/25/06

	
1,319,767,865

	
6.47359


	
13

	
01/25/06

	
02/25/06

	
1,272,895,279

	
6.47363


	
14

	
02/25/06

	
03/25/06

	
1,227,243,014

	
7.16727


	
15

	
03/25/06

	
04/25/06

	
1,182,779,394

	
6.47370


	
16

	
04/25/06

	
05/25/06

	
1,139,473,560

	
6.68953


	
17

	
05/25/06

	
06/02/06

	
1,097,295,457

	
6.47881


	
18

	
06/25/06

	
07/25/06

	
1,056,216,677

	
6.69481


	
19

	
07/25/06

	
08/25/06

	
1,016,207,787

	
6.47888


	
20

	
08/25/06

	
09/25/06

	
977,241,007

	
6.47892


	
21

	
09/25/06

	
10/25/06

	
939,289,279

	
6.69492


	
22

	
10/25/06

	
11/25/06

	
902,326,245

	
6.53140


	
23

	
11/25/06

	
12/25/06

	
866,311,285

	
7.57148


	
24

	
12/25/06

	
01/25/07

	
831,205,397

	
7.32701


	
25

	
01/25/07

	
02/25/07

	
797,014,556

	
7.32677


	
26

	
02/25/07

	
03/25/07

	
763,715,004

	
8.11152


	
27

	
03/25/07

	
04/25/07

	
731,283,597

	
7.32629


	
28

	
04/25/07

	
05/25/07

	
699,697,789

	
7.62357


	
29

	
05/25/07

	
06/25/07

	
668,944,423

	
8.16585


	
30

	
06/25/07

	
07/25/07

	
639,117,035

	
8.43745


	
31

	
07/25/07

	
08/24/07

	
610,064,540

	
8.16470


	
32

	
08/25/07

	
09/25/07

	
581,766,880

	
8.16411


	
33

	
09/25/07

	
10/25/07

	
554,204,513

	
8.43565


	
34

	
10/25/07

	
11/25/07

	
527,358,403

	
8.23695


	
35

	
11/25/07

	
12/25/07

	
501,219,811

	
9.36553


	
36

	
12/25/07

	
01/25/08

	
475,851,510

	
9.06290


	
37

	
01/25/08

	
02/25/08

	
451,140,294

	
9.06197


	
38

	
02/25/08

	
03/25/08

	
451,140,294

	
9.68593


	
39

	
03/25/08

	
04/25/08

	
451,140,294

	
9.06009


	
40

	
04/25/08

	
05/25/08

	
451,140,294

	
9.42202


	
41

	
05/25/08

	
06/25/08

	
451,140,294

	
9.91047


	
42

	
06/25/08

	
07/25/08

	
0

	
0.00000


	
43

	
07/25/08

	
08/25/08

	
451,140,294

	
9.90808


	
44

	
08/25/08

	
09/25/08

	
451,140,294

	
9.90681


	
45

	
09/25/08

	
10/25/08

	
0

	
0.00000


	
46

	
10/25/08

	
11/25/08

	
439,806,042

	
9.96306


















EXHIBIT
B-2


 


Form of GROUP II
Cap Agreement


  


23 December 2004


 


TRANSACTION


 


To:
       Long Beach Mortgage Company

            c/o Deutsche Bank National Trust Company, as trustee


Attn:     Trust Administration –
LB 0501

Fax:      +1 (714) 247-6471 


Our Reference:  IRG6652106.2A.2B – Group II
Senior Certificates


The purpose of this letter agreement is to confirm the
terms and conditions of the Transaction entered into between Long Beach Mortgage Company, a corporation organized under the laws of
the State of Delaware, and Greenwich Capital Derivatives, Inc. (“GCD”) (each a "party" and together "the parties") on
the Trade Date specified below (the "Transaction").


      The definitions and
provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”)) (the “Definitions”) are incorporated into this Confirmation.  In the event of any
inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.


      1.   This Confirmation
evidences a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this
Confirmation relates and will constitute a Confirmation subject to the terms and conditions of the 1992 Master Agreement
(Multicurrency - Cross Border) in the form published by ISDA, which is incorporated by reference hereby, except as expressly
modified herein (the “ISDA Form”) but without any Schedule except for the election of (i) the laws of the State of New
York (without reference to choice of law doctrine other than New York General Obligations Law Section 5-1401) as the governing law,
(ii) USD as the Termination Currency; (iii) that Party A and Party B will make the representations in Section (a) “Payer
Representations” of Part 2 “Tax Representations” of the Schedule to the ISDA Form; and (iv) that the Royal Bank
of Scotland plc shall be a Credit Support Provider of Party A, and its Deed Poll Guaranty shall be a Credit Support
Document. 


      Each party will make each
payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of
the account specified below, in freely transferable funds and in the manner customary for payments in the required currency. 
If on any date amounts would otherwise be payable in the same currency by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that
would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate amount.


      This Confirmation will be
governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine other
than New York General Obligations Law Section 5-1401.  Each party irrevocably agrees that the courts of the State of New York
located in the Borough of Manhattan and the United States District Court for the Southern District of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in
connection with this Confirmation and for such purposes hereby irrevocably submits to the jurisdiction of such courts.  Each
party waives any objection which it may have now or in the future to the laying of venue of any suit, action or proceeding in the
above courts and agrees not to claim that either court is an inconvenient forum.  Additionally to the fullest extent permitted
by applicable law, each party waives its respective right to jury trial with respect to any suit, action or proceeding arising
under, or in connection with, this Confirmation.


      In this Confirmation "Party
A" means GCD and "Party B" means Long Beach Mortgage Company.


      2.   The
particular Transaction to which this Confirmation relates is a Rate Cap, the terms of which are as follows:



	
Notional Amount:

	
With respect to any Calculation Period, the lesser
of:


 (iii)  As detailed in Schedule A attached hereto for each Calculation Period, and


 (iv)  The aggregate outstanding Certificate Principal Balance of the Group II Senior Certificates immediately prior to the last
day of such Calculation Period.


	
Cap Rate:

	
As detailed in Schedule A attached hereto for each
Calculation Period.


	
Trade Date:

	
22 December 2004


	
Effective Date:

	
6 January 2005


	
Termination Date:

	
25 November 2008, subject to adjustment in accordance with
the Following Business Day Convention.


	
Fixed Amounts:

	
	
      Fixed Rate
Payer:

	
Party B


	
      Fixed Amount:

       (Premium)

	
USD 265,000.00, paid by Party B to Party A on the Fixed
Rate Payer Payment Date, subject to Adjustment in accordance with the Following Business Day Convention.


	
      Fixed Rate Payer Payment
Date:

	
6 January 2005


	
Floating Amounts:


 

	
	
      Floating Rate
Payer:

	
Party A


	
      Floating Rate Payer
Period


      End Dates:

	
The 25th of each month, commencing on 25 February 2005
through and including the Termination Date, subject to adjustment in accordance with the Following Business Day
Convention


	
      Floating Rate Payer Payment
Dates:

	
Two Business Days prior to each Floating Rate Payer Period
End Date


	
      Floating Rate for initial
Calculation Period:

	
To be determined


	
      Floating Rate
Option:

	
USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 10.00% then the Floating
Rate Option shall be deemed to be 10.00% for such Calculation Period.


	
      Floating Rate Payer Payment
Amount

	
Notional Amount times the Floating Rate Day Count Fraction
times (Floating Rate Option minus Cap Rate); provided, however, that no payment shall be made by Party A and the Floating Rate
Payer Payment Amount shall be zero if the Floating Rate Option is less than or equal to the Cap Rate.


	
      Designated
Maturity:

	
1 month


	
      Spread:

	
None


	
      Floating Rate Day Count
Fraction:

	
Actual/360


	
      Reset Dates:

	
The first day of each Floating Rate Payer Calculation
Period.


	
      Rate Cut-off
Dates:

	
Inapplicable


	
      Method of
Averaging:

	
Inapplicable


	
      Compounding:

	
Inapplicable


	
      Compounding
Dates:

	
Inapplicable


	
      Business Days for
payment:

	
New York


	
      Calculation
Agent:

	
Greenwich Capital Markets, Inc. (as agent for
Party A)


	
3.   Credit Support Documents:


 

	
 


	
      Party A Credit Support
Documents:

	
The Deed Poll Guarantee dated as of June 21, 2001, by the
Royal Bank of Scotland plc in favor of all Designated Counterparties.


	
      Party B Credit Support
Documents:

	
Inapplicable


	
4.   Account Details:


 

	
 


	
      Payment to Party
A:

	
JP Morgan Chase Bank, New York

ABA#:  021-0000-21

Beneficiary:  Greenwich Capital Derivatives, Inc.

Account Number:  066-9-05206


	


      Payments to Party B:

	


Deutsche Bank National Trust Company

ABA# 021001033

LA Asset Backed Account

Acct.# 01419663

Acct Name:  NYLTD Funds Control – Stars West

Ref: Long Beach 2005-1


Cap payment ref # IRG6652101.2A.2B







 


5.  
Offices:


 


      The Office of Party A for the
Transaction is Greenwich, CT.


 


      The Office of Party B for the Transaction is Santa Ana, CA.


 


6.   For the purpose of Sections 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver the following
documents, as applicable:


 


      (a)  Tax forms, documents or
certificates to be delivered are:


 


            (i)   As soon as possible or upon demand, any
document required or reasonably requested to allow the other party to make payments under this Transaction without any deduction or
withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate.


 


      (b)  Other documents to be delivered are:


            (i)   Upon execution and delivery of this
Confirmation, copies of specimen signatures of persons authorized to execute this Confirmation.  This document will be covered
by the 3(d) representation of the ISDA Form.


 


            (ii) As soon as possible upon request, such other
documents as the other party may reasonably request in connection with the Transaction to which this Confirmation relates. These
documents will be covered by the 3(d) representation of the ISDA Form.


 


            (iii) With respect to Party A only, and as soon as
practicable after request, annual audited financial statements of Party A’s Credit Support Provider. These documents will be
covered by the 3(d) representation of the ISDA Form.


            (iv) With respect to Party A only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party B.  With respect to Party B only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party A.


7.   Addresses for Notices:


      For the purpose of Section 12(a) of the ISDA Form:


 


Address
for notices or communications to Party A:


 


Greenwich
Capital Derivatives, Inc.

Customer Service/Confirmations (203) 618-2525

Fax: (203) 618-2580 (Confirmations)

gcmderivatives@gcm.com 


Address
for notices or communications to Party B:


Deutsche
Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – LB 0501

Tel: 001-714-247-6000

Fax: 001-714-247-6471


8.  
Additional Provisions:       


 


      Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if Party B has satisfied its payment
obligations under Section 2(a)(i) of the ISDA Form, then unless Party A is required pursuant to appropriate proceedings to return
to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, (a) the occurrence of an event
described in Section 5(a) of the ISDA Form with respect to Party B  shall not constitute an Event of Default or Potential
Event of Default with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the ISDA Form only as a result of a Termination Event set forth in either Section
5(b)(i) or Section 5(b)(ii) of the ISDA Form with respect to Party A as the Affected Party or Section 5(b)(iii) of the ISDA Form
with respect to Party A as the Burdened Party.  For purposes of the Transaction to which this Confirmation relates, Party
B’s only obligation under Section 2(a)(i) of the ISDA Form is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.


 


9.   Transfer,
Amendment and Assignment:    


 


      No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other
than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National
Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated
as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer,
and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‐1 (the
“Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last
sentence of this Section 9) shall be permitted by either party unless each of Moody’s Investors Service, Inc.
(“Moody’s”), Fitch, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc.
("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile
transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its
then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‐1 Asset-Backed Certificates, Series 2005‐1 (the
“Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”)
if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the
“Indenture”) and secured by certain of the Certificates without regard to the insurance policies issued by the Note
Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture).  Furthermore, no such transfer, amendment,
waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note
Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented
thereto, which consent shall not be unreasonably withheld.  Any transfer, amendment, waiver, assignment or other modification
without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note
Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has
occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note
Insurer Default (if any, as defined in the Indenture) has occurred and is continuing.  Notwithstanding anything herein to the
contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to
the Credit Support Provider, without obtaining prior consent of any person.


 


10.
Proceedings:        


 


      Party A shall not institute against or cause any other person to institute against, or join any other
person in instituting against Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee  under
the Pooling Agreement on behalf of the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of
one year and one day following the later of indefeasible payment in full of the Certificates and NIMS (if any).


 


11. 
Set-off:


 


      The provisions for Set-off set forth in Section 6(e) of the ISDA Form shall not apply for purposes of
this Transaction.  Notwithstanding any provision of this Confirmation, the ISDA Form or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and
the other party under any other agreements.


 


12.  Rating Agency
Downgrade:


 


      Notwithstanding anything
else to the contrary herein, in the event that the short-term unsecured and unsubordinated debt rating of Party A’s Credit
Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt
rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating
Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating
withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed
the rating of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if
any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or
downgrade), Party A, at its own expense, shall (i) seek another entity to replace Party A as party to this Agreement that meets or
exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent
agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement, (iii)
post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer or the Backup Note Insurer;
or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap
Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note
Insurer.


 


13.  Additional
Termination Events:


 


      Additional Termination Events will apply.  If a Rating Agency Downgrade has occurred and Party A
has not, within 30 days, complied with Section 12 above, then an Additional Termination Event shall have occurred with respect to
Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event.  For the avoidance
of doubt, this Additional Termination Event will only occur upon the written designation of an Early Termination Date with respect
thereto by Party B.  The Second Method and Market Quotation will apply.


14.  Amendment to
the ISDA Form:


 


      The “Failure to
Pay or Deliver” provision in Section 5(a)(i) of the ISDA Form is hereby amended by deleting the word
“third” in the third line thereof and inserting the word “first” in place thereof.  The provisions in
Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(b)(iv) of the ISDA Form are hereby deleted, and clause (2) in
Section 5(a)(vii) of the ISDA Form shall not apply to Party B.


15.  Additional
Basic Representations:


 


      In Section 3(a) of the ISDA Form the following representations which shall be construed as Section
3(a)(vi) and (vii) shall be added:


(vi) 
Organization.         It is, in the case of Party A, corporation organized
under the laws of the State of Delaware, and in the case of Party B, a corporation organized under the laws of the State of
Delaware. 


(vii)Eligible Contract Participant.  It is an "eligible contract participant" as defined in Section 1a
(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended.


16. Relationship Between
Parties:


 


      Each party will be deemed
to represent to the other party on the date on which it enters into this Transaction or an amendment thereof that:


(i)   Each Party is acting for its own account.  Each Party has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected
results of this Transaction nor shall any communication (written or oral) received from the other party be deemed to be an
assurance or guarantee as to the expected results of that Transaction. 


 


(ii)   It is capable of evaluating and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this Transaction.  It is also capable of assuming,
and assumes, the financial and other risks of this Transaction.


 


(iii) 
The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(iv)  It
is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in instruments that
are identical or economically related to this Transaction or (B) have an investment banking or other commercial relationship with
the issuer of an instrument underlying this Transaction.


17.
Definitions:


 


      Capitalized terms not
otherwise defined herein and in the Definitions shall have the meanings set forth in the Pooling Agreement.  In the case of
any inconsistency between this Confirmation and such terms, this Confirmation will prevail.


18.  Third Party
Beneficiaries:


 


      Each of the Note Insurer
and the Backup Note Insurer, if any, is a third party beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.


19.  Automatic
Early Termination:


 


      The Automatic Early
Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B.


 


20.  Agency Role of
Greenwich Capital Markets, Inc.


 


      In connection with this
Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf  of Party A.  Greenwich Capital Markets, Inc. has
not guaranteed and is not otherwise responsible for the obligations of Party A under this Agreement.












      Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile
transmission at (203) 618-2580 (Confirmations).  If you have any questions regarding payments or resets, please contact
our Customer Service/Confirmations Group at (203) 618-2525.


      We are happy to have
completed this transaction with you.


Yours
sincerely,


 


GREENWICH
CAPITAL DERIVATIVES, INC. 


By: 
Greenwich Capital Markets, Inc., its agent


 


 


By:
________________________

      Name:

      Title:          


 


 


 


Accepted and confirmed as
of

the date first above written:


 Long Beach Mortgage
Company


 


 


By:
________________________

     Name:   Deven Patel

      Title:     Vice President


 





For use with
Reference Number IRG6652106.2A.2B

(all dates subject to adjustment in accordance with the Following Business Day Convention). 


Schedule
A




	

Calculation Period



	

From and Including



	

To but Excluding



	

Notional Amount ($)



	

Cap Rate (%)




	
1

	
01/06/05

	
02/25/05

	
894,526,000

	
3.80463


	
2

	
02/25/05

	
03/25/05

	
865,904,597

	
6.79389


	
3

	
03/25/05

	
04/25/05

	
837,949,542

	
6.13634


	
4

	
04/25/05

	
05/25/05

	
810,642,583

	
6.34260


	
5

	
05/25/05

	
06/25/05

	
783,966,512

	
6.14250


	
6

	
06/25/05

	
07/25/05

	
757,905,108

	
6.34802


	
7

	
07/25/05

	
08/25/05

	
732,441,875

	
6.14317


	
8

	
08/25/05

	
09/25/05

	
707,561,579

	
6.14309


	
9

	
09/25/05

	
10/25/05

	
683,249,919

	
6.34778


	
10

	
10/25/05

	
11/25/05

	
659,499,782

	
6.14467


	
11

	
11/25/05

	
12/25/05

	
636,368,665

	
6.35413


	
12

	
12/25/05

	
01/25/06

	
613,842,495

	
6.14990


	
13

	
01/25/06

	
02/25/06

	
591,905,709

	
6.14982


	
14

	
02/25/06

	
03/25/06

	
570,542,820

	
6.80864


	
15

	
03/25/06

	
04/25/06

	
549,738,861

	
6.14967


	
16

	
04/25/06

	
05/25/06

	
529,479,257

	
6.35636


	
17

	
05/25/06

	
06/25/06

	
509,749,963

	
6.15579


	
18

	
06/25/06

	
07/25/06

	
490,537,397

	
6.36175


	
19

	
07/25/06

	
08/25/06

	
471,827,749

	
6.15645


	
20

	
08/25/06

	
09/25/06

	
453,607,813

	
6.15637


	
21

	
09/25/06

	
10/25/06

	
435,864,814

	
6.36150


	
22

	
10/25/06

	
11/25/06

	
418,586,309

	
6.22162


	
23

	
11/25/06

	
12/25/06

	
401,750,402

	
7.28836


	
24

	
12/25/06

	
01/25/07

	
385,273,271

	
7.05387


	
25

	
01/25/07

	
02/25/07

	
369,229,189

	
7.05369


	
26

	
02/25/07

	
03/25/07

	
353,606,767

	
7.80923


	
27

	
03/25/07

	
04/25/07

	
338,394,977

	
7.05331


	
28

	
04/25/07

	
05/25/07

	
323,583,080

	
7.35572


	
29

	
05/25/07

	
06/25/07

	
309,165,743

	
7.94134


	
30

	
06/25/07

	
07/25/07

	
295,190,850

	
8.20650


	
31

	
07/25/07

	
08/25/07

	
281,581,946

	
7.94232


	
32

	
08/25/07

	
09/25/07

	
268,329,498

	
7.94194


	
33

	
09/25/07

	
10/25/07

	
255,424,157

	
8.21663


	
34

	
10/25/07

	
11/25/07

	
242,857,655

	
8.04266


	
35

	
11/25/07

	
12/25/07

	
230,623,300

	
9.16908


	
36

	
12/25/07

	
01/25/08

	
218,756,183

	
8.87355


	
37

	
01/25/08

	
02/25/08

	
207,198,936

	
8.87329


	
38

	
02/25/08

	
03/25/08

	
207,198,936

	
9.48463


	
39

	
03/25/08

	
04/25/08

	
207,198,936

	
8.87592


	
40

	
04/25/08

	
05/25/08

	
207,198,936

	
9.24576


	
41

	
05/25/08

	
06/25/08

	
207,198,936

	
9.76631


	
42

	
06/25/08

	
07/25/08

	
0

	
0.00000


	
43

	
07/25/08

	
08/25/08

	
207,198,936

	
9.76512


	
44

	
08/25/08

	
09/25/08

	
207,198,936

	
9.76438


	
45

	
09/25/08

	
10/25/08

	
0

	
0.00000


	
46

	
10/25/08

	
11/25/08

	
203,478,254

	
9.83871


















EXHIBIT
B-3


 


FORM OF
SUBORDINATE CAP AGREEMENT


 


23 December 2004


TRANSACTION 


To:
       Long Beach Mortgage Company

            c/o Deutsche Bank National Trust Company, as trustee


Attn:     Trust Administration –
LB 0501

Fax:      +1 (714) 247-6471 


Our Reference:  IRG6652111.2A – Mezzanine
Certificates and Class B Certificates


The purpose of this letter agreement is to confirm the
terms and conditions of the Transaction entered into between Long Beach Mortgage Company, a corporation organized under the laws of
the State of Delaware, and Greenwich Capital Derivatives, Inc. (“GCD”) (each a "party" and together "the parties") on
the Trade Date specified below (the "Transaction").


      The definitions and
provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”)) (the “Definitions”) are incorporated into this Confirmation.  In the event of any
inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.


      1.   This Confirmation
evidences a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this
Confirmation relates and will constitute a Confirmation subject to the terms and conditions of the 1992 Master Agreement
(Multicurrency - Cross Border) in the form published by ISDA, which is incorporated by reference hereby, except as expressly
modified herein (the “ISDA Form”) but without any Schedule except for the election of (i) the laws of the State of New
York (without reference to choice of law doctrine other than New York General Obligations Law Section 5-1401) as the governing law,
(ii) USD as the Termination Currency; (iii) that Party A and Party B will make the representations in Section (a) “Payer
Representations” of Part 2 “Tax Representations” of the Schedule to the ISDA Form; and (iv) that the Royal Bank
of Scotland plc shall be a Credit Support Provider of Party A, and its Deed Poll Guaranty shall be a Credit Support
Document. 


      Each party will make each
payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of
the account specified below, in freely transferable funds and in the manner customary for payments in the required currency. 
If on any date amounts would otherwise be payable in the same currency by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that
would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate amount.


      This Confirmation will be
governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine other
than New York General Obligations Law Section 5-1401.  Each party irrevocably agrees that the courts of the State of New York
located in the Borough of Manhattan and the United States District Court for the Southern District of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in
connection with this Confirmation and for such purposes hereby irrevocably submits to the jurisdiction of such courts.  Each
party waives any objection which it may have now or in the future to the laying of venue of any suit, action or proceeding in the
above courts and agrees not to claim that either court is an inconvenient forum.  Additionally to the fullest extent permitted
by applicable law, each party waives its respective right to jury trial with respect to any suit, action or proceeding arising
under, or in connection with, this Confirmation.


      In this Confirmation "Party
A" means GCD and "Party B" means Long Beach Mortgage Company.


      2.   The
particular Transaction to which this Confirmation relates is a Rate Cap, the terms of which are as follows:



	
Notional Amount:

	
With respect to any Calculation Period, the lesser
of:


 (v)  As detailed in Schedule A attached hereto for each Calculation Period, and


 (vi) The aggregate outstanding Certificate Principal Balance of the Mezzanine Certificates and the Class B Certificates (other
than the Class B-2 Certificates, if the Holder (as defined in the Pooling Agreement as defined in Section 9 hereof) of such Class
B-2 Certificates on the last day of the related Calculation Period is the Depositor (as defined in Section 9 hereof) or any of its
affiliates) immediately prior to the last day of such Calculation Period.


Any payment by Party A to Party B in excess of the amount
due under this Transaction on any Floating Rate Payer Payment Date (as a result of the Notional Amount for the related Calculation
Period being other than the amount set forth in Schedule A hereto for such Calculation Period) shall be returned by Party B to
Party A as soon as a Responsible Officer (as defined in the Pooling Agreement) of Party B obtains actual knowledge of such
overpayment; provided that Party B shall not be obligated to return any such amount to Party A if such amount has been
paid to the Depositary Trust Company prior to a Responsible Officer of Party B obtaining actual knowledge of such overpayment.
Other than the return of such overpayment, neither Party A nor Party B shall incur any penalty or liability hereunder with respect
to such overpayment.


	
Cap Rate:

	
As detailed in Schedule A attached hereto for each
Calculation Period.


	
Trade Date:

	
22 December 2004


	
Effective Date:

	
6 January 2005


	
Termination Date:

	
25 November 2008, subject to adjustment in accordance with
the Following Business Day Convention.


	
Fixed
Amounts:


 

	
 


	
      Fixed Rate
Payer:

	
Party B


	
      Fixed Amount:

       (Premium)

	
USD 375,000.00, paid by Party B to Party A on the Fixed
Rate Payer Payment Date, subject to Adjustment in accordance with the Following Business Day Convention.


	
      Fixed Rate Payer Payment
Date:

	
6 January 2005


	
Floating Amounts:


 

	
	
      Floating Rate
Payer:

	
Party A


	
      Floating Rate Payer
Period


      End Dates:

	
The 25th of each month, commencing on 25 February 2005
through and including the Termination Date, subject to adjustment in accordance with the Following Business Day
Convention


	
      Floating Rate Payer Payment
Dates:

	
Two Business Days prior to each Floating Rate Payer Period
End Date


	
      Floating Rate for initial
Calculation Period:

	
To be determined


	
      Floating Rate
Option:

	
USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 10.00% then the Floating
Rate Option shall be deemed to be 10.00% for such Calculation Period.


	
      Floating Rate Payer Payment
Amount

	
Notional Amount times the Floating Rate Day Count Fraction
times (Floating Rate Option minus Cap Rate); provided, however, that no payment shall be made by Party A and the Floating Rate
Payer Payment Amount shall be zero if the Floating Rate Option is less than or equal to the Cap Rate.


	
      Designated
Maturity:

	
1 month


	
      Spread:

	
None


	
      Floating Rate Day Count
Fraction:

	
Actual/360


	
      Reset Dates:

	
The first day of each Floating Rate Payer Calculation
Period.


	
      Rate Cut-off
Dates:

	
Inapplicable


	
      Method of
Averaging:

	
Inapplicable


	
      Compounding:

	
Inapplicable


	
      Compounding
Dates:

	
Inapplicable


	
      Business Days for
payment:

	
New York


	
      Calculation
Agent:

	
Greenwich Capital Markets, Inc. (as agent for
Party A)


	
3.   Credit Support Documents:


 

	
 


	
      Party A Credit Support
Documents:

	
The Deed Poll Guarantee dated as of June 21, 2001, by the
Royal Bank of Scotland plc in favor of all Designated Counterparties.


	
      Party B Credit Support
Documents:

	
Inapplicable


	
4.   Account Details:


 

	
 


	
      Payment to Party
A:

	
JP Morgan Chase Bank, New York

ABA#:  021-0000-21

Beneficiary:  Greenwich Capital Derivatives, Inc.

Account Number:  066-9-05206


	


      Payments to Party B:

	


Deutsche Bank National Trust Company

ABA# 021001033

LA Asset Backed Account

Acct.# 01419663

Acct Name:  NYLTD Funds Control – Stars West

Ref: Long Beach 2005-1

Cap payment ref # IRG6652111.2A







 


5.  
Offices:


 


      The Office of Party A for the
Transaction is Greenwich, CT.


 


      The Office of Party B for the Transaction is Santa Ana, CA.


 


6.   For the purpose of Sections 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver the following
documents, as applicable:


 


      (a)  Tax forms, documents or
certificates to be delivered are:


 


            (i)   As soon as possible or upon demand, any
document required or reasonably requested to allow the other party to make payments under this Transaction without any deduction or
withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate.


 


      (b)  Other documents to be delivered are:


            (i)   Upon execution and delivery of this
Confirmation, copies of specimen signatures of persons authorized to execute this Confirmation.  This document will be covered
by the 3(d) representation of the ISDA Form.


 


            (ii) As soon as possible upon request, such other
documents as the other party may reasonably request in connection with the Transaction to which this Confirmation relates. These
documents will be covered by the 3(d) representation of the ISDA Form.


 


            (iii) With respect to Party A only, and as soon as
practicable after request, annual audited financial statements of Party A’s Credit Support Provider. These documents will be
covered by the 3(d) representation of the ISDA Form.


            (iv) With respect to Party A only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party B.  With respect to Party B only, and as soon as
practicable upon request, a legal opinion in a form acceptable to Party A.


7.   Addresses for Notices:


      For the purpose of Section 12(a) of the ISDA Form:


Address
for notices or communications to Party A:


Greenwich
Capital Derivatives, Inc.

Customer Service/Confirmations (203) 618-2525

Fax: (203) 618-2580 (Confirmations)

gcmderivatives@gcm.com


 


Address
for notices or communications to Party B:


 


Deutsche
Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – LB 0501

Tel: 001-714-247-6000

Fax: 001-714-247-6471


8.  
Additional Provisions:       


 


      Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if Party B has satisfied its payment
obligations under Section 2(a)(i) of the ISDA Form, then unless Party A is required pursuant to appropriate proceedings to return
to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, (a) the occurrence of an event
described in Section 5(a) of the ISDA Form with respect to Party B  shall not constitute an Event of Default or Potential
Event of Default with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the ISDA Form only as a result of a Termination Event set forth in either Section
5(b)(i) or Section 5(b)(ii) of the ISDA Form with respect to Party A as the Affected Party or Section 5(b)(iii) of the ISDA Form
with respect to Party A as the Burdened Party.  For purposes of the Transaction to which this Confirmation relates, Party
B’s only obligation under Section 2(a)(i) of the ISDA Form is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.


 


9.   Transfer,
Amendment and Assignment:    


 


      No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other
than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National
Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated
as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer,
and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‐1 (the
“Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last
sentence of this Section 9) shall be permitted by either party unless each of Moody’s Investors Service, Inc.
(“Moody’s”), Fitch, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc.
("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile
transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its
then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‐1 Asset-Backed Certificates, Series 2005‐1 (the
“Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”)
if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the
“Indenture”) and secured by certain of the Certificates without regard to the insurance policies issued by the Note
Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture).  Furthermore, no such transfer, amendment,
waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note
Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented
thereto, which consent shall not be unreasonably withheld.  Any transfer, amendment, waiver, assignment or other modification
without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note
Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has
occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note
Insurer Default (if any, as defined in the Indenture) has occurred and is continuing.  Notwithstanding anything herein to the
contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to
the Credit Support Provider, without obtaining prior consent of any person.


 


10.
Proceedings:        


 


      Party A shall not institute against or cause any other person to institute against, or join any other
person in instituting against Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee  under
the Pooling Agreement on behalf of the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of
one year and one day following the later of indefeasible payment in full of the Certificates and NIMS (if any).


 


11. 
Set-off:


 


      The provisions for Set-off set forth in Section 6(e) of the ISDA Form shall not apply for purposes of
this Transaction.  Notwithstanding any provision of this Confirmation, the ISDA Form or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and
the other party under any other agreements.


 


12.  Rating Agency
Downgrade:


 


      Notwithstanding anything
else to the contrary herein, in the event that the short-term unsecured and unsubordinated debt rating of Party A’s Credit
Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt
rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating
Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating
withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed
the rating of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if
any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or
downgrade), Party A, at its own expense, shall (i) seek another entity to replace Party A as party to this Agreement that meets or
exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent
agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement, (iii)
post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer or the Backup Note Insurer;
or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap
Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued
and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note
Insurer.


 


13.  Additional
Termination Events:


 


      Additional Termination Events will apply.  If a Rating Agency Downgrade has occurred and Party A
has not, within 30 days, complied with Section 12 above, then an Additional Termination Event shall have occurred with respect to
Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event.  For the avoidance
of doubt, this Additional Termination Event will only occur upon the written designation of an Early Termination Date with respect
thereto by Party B.  The Second Method and Market Quotation will apply.


14.  Amendment to
the ISDA Form:


 


      The “Failure to
Pay or Deliver” provision in Section 5(a)(i) of the ISDA Form is hereby amended by deleting the word
“third” in the third line thereof and inserting the word “first” in place thereof.  The provisions in
Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(b)(iv) of the ISDA Form are hereby deleted, and clause (2) in
Section 5(a)(vii) of the ISDA Form shall not apply to Party B.


15.  Additional
Basic Representations:


 


      In Section 3(a) of the ISDA Form the following representations which shall be construed as Section
3(a)(vi) and (vii) shall be added:


(vi) 
Organization.         It is, in the case of Party A, corporation organized
under the laws of the State of Delaware, and in the case of Party B, a corporation organized under the laws of the State of
Delaware. 


(vii)Eligible Contract Participant.  It is an "eligible contract participant" as defined in Section 1a
(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended.


16. Relationship Between
Parties:


 


      Each party will be deemed
to represent to the other party on the date on which it enters into this Transaction or an amendment thereof that:


(i)   Each Party is acting for its own account.  Each Party has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected
results of this Transaction nor shall any communication (written or oral) received from the other party be deemed to be an
assurance or guarantee as to the expected results of that Transaction. 


 


(ii)   It is capable of evaluating and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this Transaction.  It is also capable of assuming,
and assumes, the financial and other risks of this Transaction.


 


(iii) 
The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(iv)  It
is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in instruments that
are identical or economically related to this Transaction or (B) have an investment banking or other commercial relationship with
the issuer of an instrument underlying this Transaction.


17.
Definitions:


 


      Capitalized terms not
otherwise defined herein and in the Definitions shall have the meanings set forth in the Pooling Agreement.  In the case of
any inconsistency between this Confirmation and such terms, this Confirmation will prevail.


18.  Third Party
Beneficiaries:


 


      Each of the Note Insurer
and the Backup Note Insurer, if any, is a third party beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.


19.  Automatic
Early Termination:


 


      The Automatic Early
Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B.


 


20.  Agency Role of
Greenwich Capital Markets, Inc.


 


      In connection with this
Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf  of Party A.  Greenwich Capital Markets, Inc. has
not guaranteed and is not otherwise responsible for the obligations of Party A under this Agreement.












      Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile
transmission at (203) 618-2580 (Confirmations).  If you have any questions regarding payments or resets, please contact
our Customer Service/Confirmations Group at (203) 618-2525.


      We are happy to have
completed this transaction with you.


Yours
sincerely,


 


GREENWICH
CAPITAL DERIVATIVES, INC.


 By:  Greenwich Capital Markets, Inc., its agent


 


 


By:
________________________

      Name:

      Title:          


 


 


 


Accepted and confirmed as
of

the date first above written:


 


Long Beach Mortgage
Company


 


 


By:
________________________

      Name:   Deven Patel

      Title:     Vice President





For use with
Reference Number IRG6652111.2A

(all dates subject to adjustment in accordance with the Following Business Day Convention). 


Schedule
A




	

Calculation Period



	

From and Including



	

To but Excluding



	

Notional Amount ($)



	

Cap Rate (%)




	
1

	
01/06/05

	
02/25/05

	
631,750,000

	
3.94192


	
2

	
02/25/05

	
03/25/05

	
631,750,000

	
7.03940


	
3

	
03/25/05

	
04/25/05

	
631,750,000

	
6.35837


	
4

	
04/25/05

	
05/25/05

	
631,750,000

	
6.57107


	
5

	
05/25/05

	
06/25/05

	
631,750,000

	
6.36416


	
6

	
06/25/05

	
07/25/05

	
631,750,000

	
6.57669


	
7

	
07/25/05

	
08/25/05

	
631,750,000

	
6.36463


	
8

	
08/25/05

	
09/25/05

	
631,750,000

	
6.36470


	
9

	
09/25/05

	
10/25/05

	
631,750,000

	
6.57689


	
10

	
10/25/05

	
11/25/05

	
631,750,000

	
6.36529


	
11

	
11/25/05

	
12/25/05

	
631,750,000

	
6.58252


	
12

	
12/25/05

	
01/25/06

	
631,750,000

	
6.37044


	
13

	
01/25/06

	
02/25/06

	
631,750,000

	
6.37044


	
14

	
02/25/06

	
03/25/06

	
631,750,000

	
7.05299


	
15

	
03/25/06

	
04/25/06

	
631,750,000

	
6.37044


	
16

	
04/25/06

	
05/25/06

	
631,750,000

	
6.58336


	
17

	
05/25/06

	
06/25/06

	
631,750,000

	
6.37588


	
18

	
06/25/06

	
07/25/06

	
631,750,000

	
6.58867


	
19

	
07/25/06

	
08/25/06

	
631,750,000

	
6.37613


	
20

	
08/25/06

	
09/25/06

	
631,750,000

	
6.37613


	
21

	
09/25/06

	
10/25/06

	
631,750,000

	
6.58867


	
22

	
10/25/06

	
11/25/06

	
631,750,000

	
6.43268


	
23

	
11/25/06

	
12/25/06

	
631,750,000

	
7.48126


	
24

	
12/25/06

	
01/25/07

	
631,750,000

	
7.23997


	
25

	
01/25/07

	
02/25/07

	
631,750,000

	
7.23975


	
26

	
02/25/07

	
03/25/07

	
631,750,000

	
8.01519


	
27

	
03/25/07

	
04/25/07

	
631,750,000

	
7.23930


	
28

	
04/25/07

	
05/25/07

	
631,750,000

	
7.53821


	
29

	
05/25/07

	
06/25/07

	
631,750,000

	
8.09431


	
30

	
06/25/07

	
07/25/07

	
631,750,000

	
8.36386


	
31

	
07/25/07

	
08/25/07

	
631,750,000

	
8.09383


	
32

	
08/25/07

	
09/25/07

	
631,750,000

	
8.09331


	
33

	
09/25/07

	
10/25/07

	
631,750,000

	
8.36586


	
34

	
10/25/07

	
11/25/07

	
631,750,000

	
8.17504


	
35

	
11/25/07

	
12/25/07

	
631,750,000

	
9.30292


	
36

	
12/25/07

	
01/25/08

	
631,750,000

	
9.00256


	
37

	
01/25/08

	
02/25/08

	
631,750,000

	
9.00184


	
38

	
02/25/08

	
03/25/08

	
611,613,105

	
9.62178


	
39

	
03/25/08

	
04/25/08

	
578,408,549

	
9.00140


	
40

	
04/25/08

	
05/25/08

	
546,066,751

	
9.36585


	
41

	
05/25/08

	
06/25/08

	
514,573,658

	
9.86453


	
42

	
06/25/08

	
07/25/08

	
0

	
0.00000


	
43

	
07/25/08

	
08/25/08

	
454,218,459

	
9.86252


	
44

	
08/25/08

	
09/25/08

	
425,208,553

	
9.86141


	
45

	
09/25/08

	
10/25/08

	
0

	
0.00000


	
46

	
10/25/08

	
11/25/08

	
384,479,522

	
9.92373


















EXHIBIT
B-4


 


FORM OF CAP
ASSIGNMENT


 


DATE:                                         
06 January 2005


 


TO:                                              
Long Beach Mortgage Company


ATTENTION:                             
Deven Patel


TELEPHONE:                            
001-714-939-5862


FACSIMILE:                              
001-714-939-7880


 


TO:                                              
Long Beach Securities Corp.


ATTENTION:                             
Deven Patel


TELEPHONE:                            
001-714-939-5862


FACSIMILE:                              
001-714-939-7880


 


TO:                                              
Deutsche Bank National Trust Company, not individually but solely as Trustee (the
“Trustee”) under the Pooling and Servicing Agreement dated 01 January 2005 among Long Beach Securities Corp., as
Depositor, Long Beach Mortgage Company, as Master Servicer, and the Trustee on behalf of Long Beach Mortgage Loan Trust
2005-1


ATTENTION:                             
Trust Administration LB0501


TELEPHONE:                            
001-714-247-6000


FACSIMILE:                              
001-714-247-6471


 


FROM:                                        
Greenwich Capital Derivatives, Inc.


ATTENTION:                             
Adam Smith


TELEPHONE:                            
001-203-618-2271


FACSIMILE:                              
001-203-618-2164


                                                     


SUBJECT:                                   
Fixed Income Cap Assignment Agreement


                                                     


REFERENCE NUMBER(S):       IRG6652101.2A.2B,
IRG6652106.2A.2B and IRG6652111.2A


The purpose of this letter is to set forth the terms and
conditions of the assignment and assumption among Long Beach Mortgage Company (“LBMC”), Long Beach Securities Corp.
(“LBSC”), Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”)
under the Pooling and Servicing Agreement dated as of 01 January 2005, among LBSC, as Depositor, LBMC, as Master Servicer and the
Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‐1 and Greenwich Capital
Derivatives, Inc. (“GCD”) (the “Assignment Agreement”) agreed to on 06 January 2005.


LBMC and GCD are parties to a Transaction (the
“Transaction”), as evidenced by (i) a letter agreement and confirmation dated 23 December 2004 attached hereto as
Exhibit A (“Confirmation #1”), (ii) a letter agreement and confirmation dated 23 December 2004 attached hereto as
Exhibit B (“Confirmation #2”) and (iii) a letter agreement and confirmation dated 23 December 2004 attached hereto
as Exhibit C (“Confirmation #3”, and collectively with Confirmation #1 and Confirmation #2, the
“Confirmations”).


The terms of the assignment of the Transaction are as
follows:





1.         The following assignments and assumptions of the Transaction shall occur
on the Effective Assignment Date sequentially as follows:


A.  LBMC
hereby assigns to LBSC, and LBSC hereby assumes from LBMC, all of the rights, interests and obligations of LBMC in and under the
Transaction, and the Transaction shall be governed by this Assignment Agreement and the Confirmations.  Each of Confirmation
#1, Confirmation #2 and Confirmation #3, together with this Assignment Agreement shall be deemed a transaction confirmation between
LBSC and GCD; such Assignment Agreement to be effective on and as of the Effective Assignment Date.


 


B.   LBSC hereby assigns to Deutsche Bank National Trust Company, not individually, but solely as Trustee under
the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and Deutsche Bank National Trust Company, not
individually, but solely as Trustee under the Pooling Agreement on behalf of the Long Beach Mortgage Loan Trust 2005‐1 hereby
assumes from LBSC, all of the rights, interests and obligations of LBSC in and under the Transaction, and the Transaction shall be
governed by this Assignment Agreement.  Each of Confirmation #1, Confirmation #2 and Confirmation #3, together with this
Assignment Agreement shall be deemed a transaction confirmation between Deutsche Bank National Trust Company, not individually, but
solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and GCD; such assignment and
assumption to be effective on and as of the Effective Assignment Date.


2.         The “Effective Assignment Date” shall be 06 January
2005.


 


3.         On the Effective Assignment Date, solely as among GCD, LBMC and LBSC,
each of LBMC and LBSC hereby releases GCD, and GCD hereby releases each of LBMC and LBSC and each of LBMC and LBSC hereby releases
each other, from all rights, interests and obligations relating to the Transaction and none of the parties referenced in this
paragraph shall have any further obligations to make payments or any other obligations to each other relating to the
Transaction.


 


4.         GCD expressly understands and agrees that (i) all of the rights, interest
and obligations under the Transaction have been assigned to Deutsche Bank National Trust Company, not individually, but solely as
Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and (ii) insofar as this Assignment
Agreement is executed by the Trustee (a) this Assignment Agreement is executed and delivered by Deutsche Bank National Trust
Company, not in its individual capacity but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan
Trust 2005‐1 referred to in this Assignment Agreement in the exercise of the powers and authority conferred and vested in it
thereunder; (b) under no circumstances shall Deutsche Bank National Trust Company in its individual capacity be personally liable
for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this Assignment Agreement or in any of the Confirmations; (c) the representations, undertakings and agreements herein made by Trustee are made and
intended not as personal representations, undertakings and agreements by Deutsche Bank National Trust Company but are made and
intended for the purpose of binding Long Beach Mortgage Loan Trust 2005-1; and (d) nothing herein contained  shall be
construed as creating any liability on Deutsche Bank National Trust Company, individually or personally, to perform any covenant
either expressed or implied, all such liability, if any, being expressly waived by the parties who are signatories hereto and by
any person claiming by, through or under such parties.


 


5.         GCD makes to Deutsche Bank National Trust Company, not individually, but
solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and Deutsche Bank National
Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust
2005‐1 makes to GCD those representations set forth in Section 3(a) of the ISDA Form (as defined in the Confirmations)
referenced in the Confirmations with references in such Section to “this Agreement” being deemed references to this
Assignment Agreement.


 


6.         Deutsche Bank National Trust Company, not individually, but solely as
Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and GCD hereby acknowledge that no
further redocumentation of the Transaction is necessary upon the execution by all parties of this Assignment Agreement and, upon
the Effective Assignment Date, all references to Party A in each Confirmation shall continue to be references to GCD and all
references to Party B in each Confirmation shall be deemed to be references to Deutsche Bank National Trust Company, not
individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust
2005‐1.


 


The parties, except as otherwise agreed, will each pay
their own costs and expenses (including legal fees) incurred in connection with this
Assignment Agreement and as a result of the negotiation, preparation and execution of this Assignment Agreement.


This Assignment Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.  In providing this Assignment Agreement, it shall not be necessary to produce or account for more than one such
counterpart.


It is expressly understood and agreed by the parties
hereto that insofar as this Assignment Agreement is executed by the Trustee: (i) this Assignment Agreement is executed and
delivered by Deutsche Bank National Trust Company, not in its individual capacity but solely as Trustee under the Pooling
Agreement  on behalf of Long Beach Mortgage Loan Trust 2005-1 referred to in this Assignment Agreement in the exercise of the
powers and authority conferred and vested in it thereunder; (ii) under no circumstances shall Deutsche Bank National Trust Company
in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Assignment Agreement or in
any of the Confirmations; (iii) the representations, undertakings and agreements
herein made by Trustee are made and intended not as personal representations, undertakings and agreements by Deutsche Bank National
Trust Company but are made and intended for the purpose of binding Long Beach Mortgage Loan Trust 2005-1; and (iv) nothing herein
contained  shall be construed as creating any liability on Deutsche Bank National Trust Company, individually or personally,
to perform any covenant either expressed or implied, all such liability, if any, being expressly waived by the parties who are
signatories hereto and by any person claiming by, through or under such parties.


In connection with this Assignment Agreement, Greenwich
Capital Markets, Inc. has acted as agent on behalf of GCD.  Greenwich Capital Markets, Inc. has not guaranteed and is not
otherwise responsible for the obligations of GCD under this Assignment Agreement.


LBMC, LBSC, Deutsche Bank National Trust Company, not
individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005‐1 and GCD
hereby agree to check this Assignment Agreement and to confirm that the foregoing correctly sets forth the terms of the agreement
among LBMC, LBSC, Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on
behalf of Long Beach Mortgage Loan Trust 2005‐1 and GCD with respect to the Transaction to which this Assignment Agreement
relates by signing in the spaces below and returning to GCD a signed facsimile of this Assignment Agreement.  For inquiries,
please contact Customer Service/Confirmation by telephone at (203) 618-2525.


Very truly yours,


GREENWICH CAPITAL DERIVATIVES, INC.


By:  Greenwich Capital Markets, Inc., its
agent


By:  
                                              


         Name:

        Title:











On behalf of LBMC, I hereby
agree to, accept and confirm the terms of the foregoing as of the date first above written.


 


LONG BEACH MORTGAGE COMPANY





By:  
                                              


         As authorized  officer for Long Beach Mortgage Company

        Name:    Deven Patel

        Title:      Vice President


On behalf of LBSC, I hereby agree to, accept and confirm
the terms of the foregoing as of the date first above written.


LONG BEACH
SECURITIES CORP.





By:  
                                              


         As authorized officer for Long Beach Securities Corp.

        Name:    Deven Patel

        Title:      Authorized Signatory







On behalf of Deutsche Bank National Trust Company, not
individually but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated 01 January 2005
among Long Beach Securities Corp., as Depositor, Long Beach Mortgage Company, as Master Servicer, and the Trustee on behalf of Long
Beach Mortgage Loan Trust 2005-1, I hereby agree to, accept and confirm the terms of the foregoing as of the date first above
written.


Deutsche Bank National Trust Company, not individually
but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated 01 JANUARY 2005 among Long Beach
Securities Corp., as Depositor, Long Beach Mortgage Company, as Master Servicer, and  the Trustee on behalf of Long Beach
Mortgage Loan Trust 2005-1


By:  
                                              


         Name:

        Title:


By:  
                                              


         Name:

        Title:












Exhibit
A







Exhibit
B







Exhibit
C


 












EXHIBIT
C


FORM OF MORTGAGE
LOAN PURCHASE AGREEMENT




 





MORTGAGE LOAN PURCHASE
AGREEMENT


            This is a Mortgage Loan Purchase Agreement (the
“Agreement”), dated January 3, 2005, between Long Beach Securities Corp., a Delaware corporation (the
“Purchaser”) and Long Beach Mortgage Company, a Delaware corporation (the “Seller”).


Preliminary Statement


            The Seller intends to sell certain mortgage loans and the
cap agreements to the Purchaser on the terms and subject to the conditions set forth in this Agreement.  The Purchaser intends
to deposit the mortgage loans and the cap agreements into a mortgage pool constituting the trust fund.  The trust fund will
issue fixed rate and adjustable rate asset backed certificates designated as Long Beach Mortgage Loan Trust 2005-1 Asset-Backed
Certificates, Series 2005-1 (the “Certificates”).  The Certificates will consist of twenty classes of
certificates.  The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of January 1, 2005
(the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, Deutsche Bank National Trust Company, as
trustee (the “Trustee”) and the Seller, as master servicer (in such capacity, the “Master Servicer”). 
Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.


            The parties hereto agree as follows:


            SECTION 1.  Agreement to Purchase.


            The Seller agrees to sell, and the Purchaser agrees to
purchase, on or before January 6, 2005 (the “Closing Date”), those certain fixed-rate and adjustable-rate
residential mortgage loans (the “Mortgage Loans”) and the cap agreements, together with all related guarantees, as set
forth on Schedule A attached hereto (the “Cap Agreements”).


            SECTION 2.  Mortgage Loan
Schedule.


            The Purchaser and the Seller have agreed upon which of
the mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant to this Agreement on the Closing Date and the
Seller shall prepare or cause to be prepared on or prior to the Closing Date a final schedule (the “Closing Schedule”)
that shall describe such Mortgage Loans and set forth all of the Mortgage Loans to be purchased under this Agreement.  The
Closing Schedule shall conform to the requirements set forth in this Agreement and to the definition of “Mortgage Loan
Schedule” under the Pooling and Servicing Agreement.  The Closing Schedule shall be the Mortgage Loan Schedule under the
Pooling and Servicing Agreement.


            SECTION 3.  Consideration.


            In consideration for the Mortgage Loans and the Cap
Agreements to be purchased hereunder, the Purchaser shall on the Closing Date, as described in Section 8 hereof, (i) pay to or upon
the order of the Seller in immediately available funds an amount (the “Purchase Price”) equal to the proceeds of the
Class A Certificates and the Mezzanine Certificates, net of the aggregate amount of the underwriting commissions and discounts
applicable to such certificates, and the purchase price of the Class B-1 Certificates; and (ii) deliver to the Seller or Long
Beach Asset Holdings Corp., upon the order of the Seller, the Class B-2 Certificates, the Class C Certificates, the Class P
Certificates, the Class R Certificates, the Class R-CX Certificates and the Class R-PX Certificates (the “Long
Beach Certificates”).


            The Purchaser or any assignee, transferee or designee of
the Purchaser shall be entitled to (i) all scheduled payments of principal due after January 1, 2005 (the “Cut-off
Date”), (ii) all unscheduled collections in respect of the Mortgage Loans received after December 1, 2004 (other than the
portion of such collections due on or prior to the Cut-off Date), (iii) all other payments of principal due and collected after the
Cut-off Date, and (iv) all payments of interest on the Mortgage Loans due after the Cut-off Date.  All scheduled payments of
principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.


            Pursuant to the Pooling and Servicing Agreement, the
Purchaser will transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the
Certificateholders, all the right, title and interest of the Purchaser in and to the Mortgage Loans and the Cap Agreements,
together with its rights under this Agreement (other than Section 17 hereof).


            SECTION 4.  Transfer of the Mortgage Loans and
the Cap Agreements.


            (a)       
Possession of Mortgage Files.  The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage
Loans and the Cap Agreements.  The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or
to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the
Trustee.  Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other
contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect
to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall
immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the
Purchaser. 


            (b)        Delivery
of Mortgage Loan Documents.  The Seller will, on or prior to the Closing Date deliver or cause to be delivered to the
Purchaser, the Trustee or their designee each of the following documents for each Mortgage Loan:


            (i)         the
original Mortgage Note, endorsed in blank or in the following form:  “Pay to the order of Deutsche Bank National Trust
Company, as Trustee, under the applicable agreement, without recourse,” with all prior and intervening endorsements, showing
a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than
1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut-off Date) a copy of such original Mortgage Note with an
accompanying Lost Note Affidavit executed by the Seller;


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


            (iii)       an original
Assignment in blank;


            (iv)       the original
recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage
to the Trustee or in blank;


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


            (vi)       the original
lender’s title insurance policy, (or a copy of the above, in the case of any Washington Mutual Mortgage Loans) together with
all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a
first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title
policy is unavailable, a written commitment or uniform binder or preliminary report of the title issued by the title insurance or
escrow company.


            The Seller shall promptly (and in no event later than
thirty (30) Business Days, subject to extension upon a mutual agreement between the Seller and the Purchaser) following the later
of the Closing Date and the date of receipt by the Seller of the recording information for a Mortgage submit or cause to be
submitted for recording, at no expense to the Purchaser, in the appropriate public office for real property records, each
Assignment referred to in (iii) and (iv) above and shall execute each original Assignment referred to in clause (iii) above in the
following form:  “Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without
recourse.”  In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller
shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may
be, and thereafter cause each such Assignment to be duly recorded.  Notwithstanding the foregoing, the Assignments referred to
in (iii) and (iv) above shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each
Rating Agency does not require recordation for such Rating Agency to assign the initial ratings to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and the Other NIM Notes and initial shadow rating to the Insured NIM Notes,
without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each Assignment referred to in (iii)
and (iv) above shall be submitted for recording by the Seller, in the manner described above, at no expense to the Purchaser, Trust
Fund or the Trustee, upon the earliest to occur of:  (i) reasonable direction by Holders of Certificates entitled to at least
25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the
Pooling and Servicing Agreement and (v) if the Seller is not the Master Servicer and with respect to any one Assignment, the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.


            If any document referred to in Section 4(b)(ii), Section
4(b)(iii), Section 4(b)(iv), or Section 4(b)(v) above (collectively, the “Recording Documents”) has as of the Closing
Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been
lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such
Recording Documents shall be deemed to be satisfied upon (1) delivery to the Purchaser, the Trustee or their designee of a copy of
each such Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case
of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by
the Seller, delivery to the Purchaser, the Trustee or their designee upon receipt thereof, and in any event no later than one year
after the Closing Date (except as provided below), of either the original or a copy of such Recording Document certified by the
applicable public recording office to be a true and complete copy of the original.  In instances where, due to a delay on the
part of the applicable recording office where any such Recording Documents have been delivered for recordation, the Recording
Documents cannot be delivered to the Purchaser, the Trustee or their designee within one year after the Closing Date, the Seller
shall deliver to the Purchaser, the Trustee or their designee within such time period an Officer’s Certificate stating the
date by which the Seller expects to receive such Recording Documents from the applicable recording office.  If the Recording
Documents have still not been received by the Seller and delivered to the Purchaser, the Trustee or their designee by such date,
the Seller shall deliver to the Purchaser, the Trustee or their designee by such date an additional Officer’s Certificate
stating a revised date by which Seller expects to receive the applicable Recording Documents.  This procedure shall be
repeated until the Recording Documents have been received by the Seller and delivered to the Purchaser, the Trustee or their
designee.  If the original or copy of the lender’s title insurance policy was not delivered pursuant to Section 4(b)(vi)
above, the Seller shall deliver or cause to be delivered to the Purchaser, the Trustee or their designee promptly after receipt
thereof, and in any event within 120 days after the Closing Date such title insurance policy.  The Seller shall deliver or
cause to be delivered to the Purchaser, the Trustee or their designee promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption or modification of any Mortgage Loan.


            Each original document relating to a Mortgage Loan which
is not delivered to the Purchaser, the Trustee or their designee, if held by the Seller, shall be so held for the benefit of the
Purchaser, the Trustee or their designees.  In the event that any such original document is required pursuant to the terms of
this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Purchaser, the Trustee or their
designee.  Any such original document that is not required pursuant to the terms of this Section to be a part of a Mortgage
File shall be held by the Seller in its capacity as Master Servicer.


            (c)       
Acceptance of Mortgage Loans.  The documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
Purchaser or any assignee, transferee or designee of the Purchaser at any time before, on and after the Closing Date (and with
respect to each document permitted to be delivered after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule.


            (d)        Transfer
of Interest in Agreements.  The Purchaser has the right to assign its interest under this Agreement (other than Section 17
hereof), in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement,
without the consent of the Seller, and the Trustee shall succeed to the rights and obligations hereunder of the Purchaser. 
Any expense reasonably incurred by or on behalf of the Purchaser, the Trustee, or the NIMS Insurer, if any, in connection with
enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.


            (e)       
Examination of Mortgage Files.  Prior to the Closing Date the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each
Mortgage Loan, or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination.  Such examination may be made by the Purchaser or the Trustee, and their respective designees, upon
reasonable notice to the Seller during normal business hours at any time before or after the Closing Date.  If any such person
makes such examination prior to the Closing Date and identifies any Mortgage Loans with respect to which the Seller’s
representations and warranties contained in this Agreement are not correct, such Mortgage Loans shall be deleted from the Mortgage
Loan Schedule.  The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans
without conducting any partial or complete examination.  The fact that the Purchaser or any person has conducted or has failed
to conduct any partial or complete examination of the related Mortgage Files shall not affect the rights of the Purchaser or any
assignee, transferee or designee of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and
Servicing Agreement.


            SECTION 5.  Representations, Warranties and
Covenants of the Seller.


            The Seller hereby represents and warrants and covenants
to the Purchaser, as of the date hereof and as of the Closing Date:


            (i)         The
Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly
authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Seller in any state
in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any
event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and Servicing
Agreement;


            (ii)        The Seller
had the full corporate power and authority to originate, hold and sell each Mortgage Loan and has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Seller the execution,
delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by
the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with
its terms, except to the extent that  the enforceability thereof may be limited by (a) bankruptcy, insolvency, moratorium,
receivership, conservatorship, arrangement, moratorium and other similar laws relating to creditors’ rights generally and (b)
the general principles of equity, whether such enforcement is sought in equity or at law;


            (iii)       The execution
and delivery of this Agreement by the Seller, the servicing of the Mortgage Loans by the Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the
terms hereof are in the ordinary course of business of the Seller and does not (A) result in a breach of any term or provision of
the charter or by-laws of the Seller, (B) conflict with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement, instrument or indenture to which the Seller is a party or by which it may be
bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Seller or any of its property or (C) result in the creation or imposition of any
lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments
evidencing or securing the Mortgage Loans; and the Seller is not a party to, bound by, or in breach or violation of any indenture
or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the
Seller’s knowledge, would in the future result in the creation or imposition of any lien, charge or encumbrance which would
have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans or
materially and adversely affect (x) the ability of the Seller to perform its obligations under this Agreement or the Pooling and
Servicing Agreement or (y) the business, operations, financial condition, properties or assets of the Seller taken as a
whole;


            (iv)       No consent,
approval, authorization, or order of, any court or governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required, the Seller has obtained the same;


            (v)        The Seller
is an approved seller/servicer for Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to Section
203 and Section 211 of the National Housing Act;


            (vi)       No litigation or
proceeding is pending or, to the best knowledge of the Seller, threatened, against the Seller that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the Pooling and Servicing Agreement or the issuance of the
Certificates or the ability of the Seller to service the Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof and the terms of the Pooling and Servicing Agreement or, that would result in a material adverse
change in the financial or operating conditions of the Seller;


            (vii)      No certificate of an
officer, statement or other information furnished in writing or report delivered by the Seller to the Purchaser, any Affiliate of
the Purchaser or the Trustee for use in connection with the purchase of the Mortgage Loans and the transactions contemplated
hereunder and under the Pooling and Servicing Agreement contains any untrue statement of a material fact, or omits a material fact
necessary to make the information, certificate, statement or report not misleading in any material respect;


            (viii)      The Seller has not
dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be
entitled to any commission or compensation in connection with the sale of the Mortgage Loans;


            (ix)       Each Mortgage
Note, each Mortgage, each Assignment and any other document required to be delivered by or on behalf of the Seller under this
Agreement or the Pooling and Servicing Agreement to the Purchaser or any assignee, transferee or designee of the Purchaser for each
Mortgage Loan has been or will be, in accordance with Section 4(b) hereof, delivered to the Purchaser or any such assignee,
transferee or designee.  With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File in
compliance with the Pooling and Servicing Agreement, except for such documents that have been delivered (1) to the Purchaser or any
assignee, transferee or designee of the Purchaser or (2) for recording to the appropriate public recording office and have not yet
been returned;


            (x)        The Seller
(A) is a solvent entity and is paying its debts as they become due, (B) immediately after giving effect to the transfer of the
Mortgage Loans, will be a solvent entity and will have sufficient resources to pay its debts as they become due and (C) did not
sell the Mortgage Loans to the Purchaser with the intent to hinder, delay or defraud any of its creditors; and


            (xi)       The transfer of
the Mortgage Loans to the Purchaser at the Closing Date will be treated by the Seller for financial accounting and reporting
purposes as a sale of assets.


SECTION
6.   Representations and Warranties of the Seller Relating to the Individual Mortgage Loans. 


            The Seller hereby represents and warrants to the
Purchaser, that as of the Closing Date with respect to each Mortgage Loan:


            (i)         The
information set forth on the Mortgage Loan Schedule with respect to each Mortgage Loan is true and correct in all material respects
as of the Cut-off Date, unless another date is set forth on the Mortgage Loan Schedule;


            (ii)       
[reserved];


            (iii)       Each Mortgage
is a valid and enforceable first or second lien on the Mortgaged Property, including all improvements thereon, subject only to (a)
the lien of non-delinquent current real property taxes and assessments, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan and which do not materially interfere with the benefits of the security intended to be
provided by such Mortgage, (c) other matters to which like properties are commonly subject which do not materially interfere with
the benefits of the security intended to be provided by such Mortgage and (d) in the case of a second lien, only to a first lien on
such Mortgaged Property;


            (iv)       Immediately
prior to the assignment of the Mortgage Loans to the Purchaser, the Seller had good title to, and was the sole legal and beneficial
owner of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest and has full right and
authority, subject to no interest or participation of, or agreement with, any other party to sell and assign the same.  The
form of endorsement of each Mortgage Note satisfied the requirement, if any, of endorsement in order to transfer all right, title
and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note; and each Assignment to be
delivered hereunder is in recordable form and is sufficient to effect the assignment of and to transfer to the assignee thereunder
the benefits of the assignor, as mortgagee or assignee thereof, under each Mortgage to which that Assignment relates;


            (v)        To the best
of the Seller’s knowledge, there is no delinquent tax or assessment lien against any Mortgaged Property;


            (vi)       There is no
valid offset, defense or counterclaim to any Mortgage Note (including any obligation of the Mortgagor to pay the unpaid principal
of or interest on such Mortgage Note) or the Mortgage, 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 Note or 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;


            (vii)      To the best of the
Seller’s knowledge, there are no mechanics’ liens or claims for work, labor or material affecting any Mortgaged
Property which are or may be a lien prior to, or equal with, the lien of the related Mortgage, except those which are insured
against by the title insurance policy referred to in (xi) below;


            (viii)      To the best of the
Seller’s knowledge, each Mortgaged Property is free of material damage and is at least in average repair;


            (ix)       Each Mortgage
Loan at origination complied in all material respects with applicable local, state and federal laws, including, without limitation,
predatory and abusive lending, usury, equal credit opportunity, real estate settlement procedures, truth-in-lending and disclosure
laws, and consummation of the transactions contemplated hereby, including without limitation the receipt of interest does not
involve the violation of any such laws;


            (x)        Neither the
Seller nor any prior holder of any Mortgage has modified the Mortgage in any material respect, satisfied, canceled or subordinated
such Mortgage in whole or in part; released the related Mortgaged Property in whole or in part from the lien of such Mortgage; or
executed any instrument of release, cancellation, modification or satisfaction with respect thereto (except that a Mortgage Loan
may have been modified by a written instrument signed by the Seller or a prior holder of the Mortgage Loan which has been recorded,
if necessary, to protect the interests of the Seller and the Purchaser and which has been delivered to the Purchaser or any
assignee, transferee or designee of the Purchaser as part of the Mortgage File, and the terms of which are reflected in the
Mortgage Loan Schedule);


            (xi)       A lender’s
policy of title insurance together with a condominium endorsement and extended coverage endorsement, if applicable, and, with
respect to each Adjustable Rate Mortgage Loan, an adjustable rate mortgage endorsement in an amount at least equal to the balance
of the Mortgage Loan as of the Cut-off Date or a commitment (binder) to issue the same was effective on the date of the origination
of each Mortgage Loan, each such policy is valid and remains in full force and effect, the transfer of the related Mortgage Loan to
the Purchaser and the Trustee does not affect the validity or enforceability of such policy and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located and acceptable to Fannie Mae or
Freddie Mac and in a form acceptable to Fannie Mae or Freddie Mac on the date of origination of such Mortgage Loan, which policy
insures the Seller and successor owners of indebtedness secured by the insured Mortgage, as to the first or second, as the case may
be, priority lien of the Mortgage; to the best of the Seller’s knowledge, no claims have been made under such mortgage 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 mortgage title insurance policy;


            (xii)      Each Mortgage Loan
was originated by, or generated on behalf of, the Seller, or originated by a savings and loan association, savings bank, commercial
bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority, or
by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing
Act;


            (xiii)      With respect to each
Adjustable Rate Mortgage Loan, on each Adjustment Date, the Mortgage Rate will be adjusted to equal the Index plus the Gross
Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage
Rate.  The related Mortgage Note is payable on the first day of each month in self-amortizing monthly installments of
principal and interest (unless such Mortgage Loan is a mortgage loan that requires the payment of interest only with respect to
some or all of the related monthly payments as indicated on the Mortgage Loan Schedule), with interest payable in arrears, and
requires a Monthly Payment which is sufficient to fully amortize the outstanding principal balance of the Mortgage Loan over its
remaining term and to pay interest at the applicable Mortgage Rate.  No Mortgage Loan is subject to negative
amortization.  All rate adjustments have been performed in accordance with the terms of the related Mortgage Note or
subsequent modifications, if any;


            (xiv)     To the best of the
Seller’s knowledge, all of the improvements which were included for the purpose of determining the Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;


            (xv)      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 and to the best of the Seller’s knowledge, the Mortgaged Property is lawfully occupied under
applicable law;


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


            (xvii)     The Mortgage Note and the
related Mortgage are genuine, and each is the legal, valid and binding obligation of the Mortgagor enforceable against the
Mortgagor by the mortgagee or its representative in accordance with its terms, except only as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and by law.  To the best of the Seller’s knowledge, all parties to the Mortgage Note and the Mortgage had full
legal capacity to execute all Mortgage Loan documents and to convey the estate purported to be conveyed by the Mortgage and each
Mortgage Note and Mortgage have been duly and validly executed by such parties;


            (xviii)    The proceeds of each Mortgage
Loan have been fully disbursed, there is no requirement for future advances thereunder and any and all requirements as to
completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied
with.  All costs, fees and expenses incurred in making, closing or recording the Mortgage Loans were paid;


            (xix)     The related Mortgage
contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as
a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.  There is no homestead or other
exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale
or the right to foreclose the Mortgage;


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


            (xxi)     There exist no deficiencies
with respect to escrow deposits and payments, if such are required, for which customary arrangements for repayment thereof have not
been made, and no escrow deposits or payments of other charges or payments due the Seller have been capitalized under the Mortgage
or the related Mortgage Note;


            (xxii)     The origination,
underwriting and collection practices used by the Seller with respect to each Mortgage Loan have been in all material respects
legal, proper, prudent and customary in the subprime mortgage servicing business.  Each Mortgage Loan is currently being
serviced by Washington Mutual Bank, FA;


            (xxiii)    There is no pledged account or
other security other than real estate securing the Mortgagor’s obligations;


            (xxiv)    No Mortgage Loan has a shared
appreciation feature, or other contingent interest feature;


            (xxv)    [reserved];


            (xxvi)    The improvements upon each
Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides
for fire extended coverage and coverage of such other hazards as are customarily covered by hazard insurance policies with extended
coverage in the area where the Mortgaged Property is located representing coverage not less than the lesser of the outstanding
principal balance of the related Mortgage Loan or the minimum amount required to compensate for damage or loss on a replacement
cost basis.  All individual insurance policies and flood policies referred to in this clause (xxvi) and in clause (xxvii)
below contain a standard mortgagee clause naming the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and payable thereon have not been paid; the Mortgage
obligates the Mortgagor thereunder to maintain all such insurance, including flood insurance, at the Mortgagor’s cost and
expense, and upon the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such
insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;


            (xxvii)   If the Mortgaged Property is in an
area identified in the Federal Register by the Federal Emergency Management Agency as subject to special flood hazards, a flood
insurance policy in a form meeting the requirements of the current guidelines of the Flood Insurance Administration is in effect
with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage not less than the
least of (A) the original outstanding principal balance of the Mortgage Loan, (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis or (C) the maximum amount of insurance that is available under the Flood Disaster
Protection Act of 1973;


            (xxviii)  There is no default, breach, violation or
event of acceleration existing under the Mortgage or the related Mortgage Note; and neither the Seller nor any other entity
involved in originating or servicing the Mortgage Loan has waived any default, breach, violation or event of
acceleration;


            (xxix)    Each Mortgaged Property is
improved by a one- to four-family residential dwelling, including condominium units and dwelling units in planned unit
developments, which, to the best of the Seller’s knowledge, does not include cooperatives and does not constitute property
other than real property under state law;


            (xxx)    There is no obligation on the
part of the Seller or any other party under the terms of the Mortgage or related Mortgage Note to make payments in addition to
those made by the Mortgagor;


            (xxxi)    Any future advances made prior
to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan
Schedule.  The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;


            (xxxii)   Each Mortgage Loan was underwritten
in accordance with the Seller’s underwriting guidelines as described in the Prospectus Supplement as applicable to its credit
grade in all material respects;


            (xxxiii)  Each appraisal of a Mortgage Loan that was
used to determine the appraised value of the related Mortgaged Property was conducted generally in accordance with the
Seller’s underwriting guidelines, and included an assessment by the appraiser of the fair market value of the related
Mortgaged Property at the time of the appraisal.  The Mortgage File contains an appraisal of the applicable Mortgaged
Property;


            (xxxiv)  None of the Mortgage Loans is a graduated
payment Mortgage Loan, nor is any Mortgage Loan subject to a temporary buydown or similar arrangement;


            (xxxv)   As of the Cut-off Date, there were no
Mortgage Loans with respect to which the monthly payment due thereon in December, 2004 had not been made, none of the Mortgage
Loans has been contractually delinquent for more than 30 days more than once during the preceding twelve months and, no Mortgage
Loan has ever experienced a delinquency of 60 or more days since the origination thereof;


            (xxxvi)  Each Mortgage contains a provision that is,
to the extent not prohibited by federal or state law, enforceable 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;


            (xxxvii)  To the best of the Seller’s
knowledge no 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;


            (xxxviii)  Each Mortgage Loan constitutes a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code;


            (xxxix)  The information set forth in the Prepayment
Charge Schedule is complete, true and correct in all material respects at the date or dates respecting which such information is
furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms under applicable law upon the
Mortgagor’s voluntary Principal Prepayment (except to the extent that:  (1) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally; or (2) the
collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment). 
No Mortgage Loan originated before October 1, 2002 has a Prepayment Charge for a term in excess of five years from the date of
its origination and no Mortgage Loan originated on or after October 1, 2002 has a prepayment charge for a term in excess of
three years from the date of its origination;


            (xl)       The
Loan-to-Value Ratio for each Mortgage Loan was no greater than 100% at the time of origination;


            (xli)      The first date on
which each Mortgagor must make a payment on the related Mortgage Note is no later than 60 days from the date of this
Agreement;


            (xlii)      With respect to each
Mortgage Loan, the related Mortgagor shall not fail or has not failed to make the first Monthly Payment due under the terms of the
Mortgage Loan by the second succeeding Due Date after the Due Date on which such Monthly Payment was due;


            (xliii)     The transfer, assignment
and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions in effect in any relevant jurisdiction, except any as may have been complied
with;


            (xliv)     There are no defaults in
complying with the terms of the Mortgage, and either (1) any taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges or ground rents which previously became due and owing have been paid, or (2) an escrow of funds has been
established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due
and payable.  Except for payments in the nature of escrow payments, including without limitation, taxes and insurance
payments, the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than
the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage Note, except for interest accruing
from the date of the Mortgage Note or date of disbursement of the Mortgage proceeds, whichever is greater, to the day which
precedes by one month the Due Date of the first installment of principal and interest;


            (xlv)     There is no proceeding
pending, or to best of the Seller’s knowledge threatened, for the total or partial condemnation of the Mortgaged Property or
the taking by eminent domain of any Mortgaged Property;


            (xlvi)     No Mortgage Loan is
subject to the requirements of the Home Ownership and Equity Protection Act of 1994, as amended, or is a “high cost” or
“predatory” loan under any state or local law or regulation applicable to the originator of such Mortgage Loan or which
would result in liability to the purchaser or assignee of such Mortgage Loan under any predatory or abusive lending law.  In
the event that Financial Security Assurance, Inc. becomes a NIMS Insurer, no Mortgage Loan is a “covered” loan under
the laws of the states of California, Colorado or Ohio;


            (xlvii)    No proceeds from any Mortgage
Loans were used to finance single-premium credit insurance policies.  No borrower was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the extension of credit.  No borrower obtained a
prepaid single-premium credit life, disability, accident or health insurance policy in connection with the origination of the
Mortgage Loan;


            (xlviii)   The Seller did not select the
Mortgage Loans with the intent to adversely affect the interests of the Purchaser;


            (xlix)     The Seller has not
received any notice that any Mortgagor has filed for any bankruptcy or similar legal protection;


            (l)         No
Group I Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the
“Georgia Act”), and no Mortgage Loan that was originated on or after October 1, 2002 and before March 7,
2003, is secured by a Mortgaged Property located in the State of Georgia;


            (li)        No
Group I 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);


            (lii)       No Group I
Mortgage Loan is a “High Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27,
2003 (N.J.S.A. 46; 10B-22 et seq.);


            (liii)       No
Group I Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity Protection Act;


            (liv)      No Group I
Mortgage Loan is a “High-Cost Home Loan” as defined in New York Banking Law 6-1;


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


            (lvi)      No Group I
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. Am. §§ 58-21A-1 et seq.);


            (lvii)      No Group I
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.);


            (lviii)     Each Group I Mortgage
Loan was originated in compliance with the following anti-predatory lending guidelines:


            a.         Each
Group I Mortgage Loan satisfies the eligibility for purchase requirements and was originated in compliance with Lender Letter #
LL03-00 dated April 11, 2000 for Fannie Mae Sellers (the “Lender Letter”);


            b.         No
borrower was encouraged or required by the Seller to select a Group I Mortgage Loan product offered by the Group I Mortgage
Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Group I
Mortgage Loan’s origination, such borrower did not qualify taking into account credit history and debt-to-income ratios for a
lower-cost credit product then offered by the Group I Mortgage Loan’s originator or any affiliate of the Group I Mortgage
Loan’s originator;


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


            d.         With
respect to any Group I Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to
maturity, (i) the Seller’s pricing methods include mortgage loans with and without prepayment premiums; borrowers selecting
Group I Mortgage Loans which include such prepayment premiums receive a monetary benefit, including but not limited to a rate or
fee reduction, in exchange for selecting a Group I Mortgage Loan with a prepayment premium, (ii) prior to the Group I Mortgage
Loan’s origination, the borrower had the opportunity to choose between an array of mortgage loan products which included
mortgage loan products with prepayment premiums and mortgage loan products that did not require payment of such a premium, (iii)
the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, and (iv)
notwithstanding any state or federal law to the contrary, the Master Servicer shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan
payments;


            e.         All
points and fees related to each Group I Mortgage Loan were disclosed in writing to the borrower in accordance with applicable state
and federal law.  Except in the case of a Group I Mortgage Loan in an original principal amount of less than $60,000 which
would have resulted in an unprofitable origination, no 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 calculated in accordance with the Lender
Letter;


            f.         
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 Group I Mortgage Loan have been disclosed in writing to the borrower in accordance with
applicable state and federal law and regulation;


            (lix)      No Group I Mortgage
Loan had a principal balance at origination in excess of Fannie Mae’s conforming loan balance limitations for single family
loans set forth in the Fannie Mae Charter Act and the Fannie Mae Selling Guide in effect at the time of such Group I Mortgage
Loan's origination;


            (lx)       With respect to
each Group I Mortgage Loan, information regarding the borrower credit file related to such Mortgage Loan has been furnished to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations;


            (lxi)      No Mortgage Loan is a
“High Cost Loan” or “Covered Loan” (as such terms are defined in the Standard & Poor’s
LEVELS® Glossary in effect on the Closing Date which is now Version 5.6 Revised, Exhibit E, a copy of which is attached hereto
as Exhibit A) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia
Act;


            (lxii)      No Group I
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 (Mass. Ann. Laws ch. 183C);


            (lxiii)     No Group I Mortgage
Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005 (Ind.
Code Ann. §§ 24-9-1 through 24-9-9); and


            (lxiv)     With respect to any Group
I Mortgage Loan originated on or after August 1, 2004, neither the related Mortgage nor the related Mortgage Note requires the
Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan
transaction.


SECTION
7.   Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty.


            (a)        The
representations and warranties contained in Section 5(ix) and Section 6 shall not be impaired by any review and examination of loan
files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Seller or the Purchaser to
review or examine such documents and shall inure to the benefit of any assignee, transferee or designee of the Purchaser, including
the Trustee for the benefit of holders of asset-backed certificates evidencing an interest in all or a portion of the Mortgage
Loans.  With respect to the representations and warranties contained herein which are made to the knowledge or the best of
knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such
representation and warranty was inaccurate as of the date such representation and warranty was made or deemed to be made, and such
inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Purchaser or the
Purchaser’s assignee, transferee or designee, then notwithstanding the lack of knowledge by the Seller with respect to the
substance of such representation and warranty being inaccurate at the time the representation and warranty was made, the Seller
shall take such action described in the following paragraph in respect of such Mortgage Loan.


            Upon discovery by the Seller, the Purchaser or any
assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not
transferred by the Seller (as listed on the Trustee’s initial certification), as part of any Mortgage File or of a breach of
any of the representations and warranties contained in Section 5 or Section 6 that materially and adversely affects the value of
any Mortgage Loan or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood
that with respect to the representations and warranties set forth in the last sentence of (xxxix), (xlvi), the first sentence of
(xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of any such representation or warranty shall in and of itself be deemed to
materially and adversely affect the interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee)
in any Mortgage Loan, the party discovering the breach shall give prompt written notice to the others.  Within ninety (90)
days of the earlier of the discovery or the Seller’s receipt of notice of any such missing documentation which was not
transferred to the Purchaser as described above or materially defective documentation or any such breach of a representation and
warranty, the Seller promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the
event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within 90 days of
its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchase Price (as
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause
the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided,
however, that in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section
6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge and such Prepayment
Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu of purchasing such Mortgage Loan from
the Trust Fund at the Purchase Price (as defined in the Pooling and Servicing Agreement), the Seller shall pay the amount of the
incorrectly identified Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such
Prepayment Charge), and the Seller shall have no obligation to repurchase or substitute for such Mortgage Loan.  In the event
of a substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each removed
Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition of the Qualified Substitute
Mortgage Loan(s).  The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other
documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such
amendment.  Any repurchase pursuant to this Section 7(a) shall be accomplished by deposit in the Collection Account of the
amount of the Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and
Servicing Agreement.  Any repurchase or substitution required by this Section shall be made in a manner consistent with
Section 2.03 of the Pooling and Servicing Agreement and any remedy by the Seller for a breach of a representation or warranty that
materially and adversely affects the value of any Prepayment Charge shall be made in a manner consistent with Section 2.03(c) of
the Pooling and Servicing Agreement.


            (b)        It is
understood and agreed that the obligations of the Seller set forth in this Section 7 to cure, repurchase or substitute for a
defective Mortgage Loan constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective document
or a breach of the representations and warranties contained in Section 5 or Section 6.


            SECTION 8.   Closing; Payment for the
Mortgage Loans.


            The closing of the purchase and sale of the Mortgage
Loans and the Cap Agreements shall be held at the Seattle office of Heller Ehrman White & McAuliffe LLP at 9:30 am New York
time on the Closing Date (or such other location or time as is mutually agreeable to the parties).


            The Purchaser’s obligation to close the
transactions contemplated by this Agreement shall be subject to each of the following conditions:


            (a)        All of the
representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the date
as of which they are made and no event shall have occurred which, with notice or the passage of time, would constitute a default
under this Agreement;


            (b)        The
Purchaser shall have received, or the attorneys of the Purchaser shall have received in escrow (to be released from escrow at the
time of closing), all Closing Documents as specified in Section 9 of this Agreement, in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms
thereof;


            (c)        The Seller
shall have delivered or caused to be delivered and released to the Purchaser or to its designee, all documents (including without
limitation, the Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section 2.01 of the Pooling and Servicing
Agreement; and


            (d)        All other
terms and conditions of this Agreement to be complied with by Seller, shall have been complied with.


            Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against delivery and release by the Seller to the Trustee of
all documents required pursuant to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans and the Cap
Agreements as specified in Section 3 of this Agreement, by delivery to the Seller of the Purchase Price in immediately available
funds and delivery of the Long Beach Certificates to the Seller or, upon the direction of the Seller, to Long Beach Asset Holdings
Corp.


            SECTION 9.   Closing
Documents.


            Without limiting the generality of Section 8 hereof, the
closing shall be subject to delivery of each of the following documents:


            (a)        An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc.
(“GCM”), WaMu Capital Corp. (“WCC”) and Goldman, Sachs & Co. (“GS” and collectively with
GCM and WCC, the “Co-Representatives”) and the NIMS Insurer, if any, may rely and attached thereto copies of the
certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of
Delaware;


            (b)        An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and the NIMS
Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the
Purchaser;


            (c)        An Opinion
of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, the
Co-Representatives and the NIMS Insurer, if any;


            (d)        Such
opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request
in connection with the sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser or the Seller’s
execution and delivery of, or performance under, this Agreement;


            (e)        A letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of which they determined that certain information of an accounting, financial or
statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans”,
“Risk Factors”, “The Mortgage Pool” and “Long Beach Mortgage Company” agrees with the records
of the Seller;


            (f)         The
Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage
Company” or for inclusion in other offering materials, such publicly available information regarding the Seller, its
financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities
and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and
a computer tape with respect to the pool information, as the Co-Representatives may reasonably request;


            (g)        Letters
from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus
Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B-1 Certificates;
and


            (h)        Such
further information, certificates, opinions and documents as the Purchaser or the Co-Representatives may reasonably
request.


            SECTION 10. Costs.


            The Seller shall pay (or shall reimburse the Purchaser or
any other Person to the extent that the Purchaser or such other Person shall pay) all costs and expenses incurred in connection
with the transfer and delivery of the Mortgage Loans and the Cap Agreements, including without limitation, recording fees, fees for
title policy endorsements and continuations and the fees for recording Assignments, the fees and expenses of the Seller’s
in-house accountants and in-house attorneys, the costs and expenses incurred in connection with determining the Seller’s loan
loss, foreclosure and delinquency experience, the costs and expenses incurred in connection with obtaining the documents referred
to in Sections 9(d) and 9(e), the cost of an opinion of counsel regarding the true sale of the Mortgage Loans and the Cap
Agreements and non-consolidation of the Seller, the costs and expenses of printing (or otherwise reproducing) and delivering this
Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus, the Prospectus Supplement, any blue sky filings
and private placement memorandum relating to the Certificates and other related documents, costs and expenses of the Trustee, the
fees and expenses of the Purchaser’s counsel in connection with the preparation of all documents relating to the
securitization of the Mortgage Loans, the filing fee charged by the Securities and Exchange Commission for registration of the
Certificates, the cost of any opinions of outside special counsel that may be required for the Seller and the fees charged by any
Rating Agency to rate the Certificates.  All other costs and expenses in connection with the transactions contemplated
hereunder shall be borne by the party incurring such expense.


            SECTION 11. Servicing.


            The Seller has represented to the Purchaser that the
Mortgage Loans are being serviced in accordance with the terms of the Pooling and Servicing Agreement, and it is understood and
agreed by and between the Seller and the Purchaser that any interim servicing arrangements with the Seller will be superseded by
the servicing arrangements set forth in the Pooling and Servicing Agreement.


            SECTION 12. Mandatory Delivery; Grant of Security
Interest.


            The sale and delivery on the Closing Date of the Mortgage
Loans and the Cap Agreements in accordance with the terms and conditions of this Agreement is mandatory.  It is specifically
understood and agreed that each Mortgage Loan is unique and identifiable on the Closing Date and that an award of money damages
would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser in the event of the
Seller’s failure to deliver the Mortgage Loans on or before the Closing Date.


            The Seller hereby grants to the Purchaser a lien on and a
continuing security interest in the Seller’s interest in each Mortgage Loan and each Cap Agreement, and each document and
instrument evidencing each such Mortgage Loan and each Cap Agreement to secure the performance by the Seller of its obligation
hereunder, and the Seller agrees that it holds such Mortgage Loans and such Cap Agreements in custody for the Purchaser, subject to
(i) the Purchaser’s right, prior to the Closing Date, to reject any Mortgage Loan to the extent permitted by this Agreement
and (ii) the Purchaser’s obligation to deliver or cause to be delivered the consideration for the Mortgage Loans and the Cap
Agreements pursuant to Section 8 hereof.  Any Mortgage Loan rejected by the Purchaser shall concurrently therewith be
automatically released from the security interest created hereby.  The Seller agrees that, upon acceptance of the Mortgage
Loans and the Cap Agreements by the Purchaser or its designee and delivery of payment to the Seller, that any security interest
held by the Seller in such Mortgage Loans and such Cap Agreements shall be released. 


            All rights and remedies of the Purchaser under this
Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity
and all such rights and remedies may be exercised concurrently, independently or successively.  Notwithstanding the foregoing,
if on the Closing Date, each of the conditions set forth in Section 8 hereof shall have been satisfied and the Purchaser shall not
have paid or caused to be paid the Purchase Price, or shall not have delivered or caused to be delivered the Long Beach
Certificates to the Seller or, upon the direction of the Seller, to Long Beach Asset Holding Corp., or any such condition shall not
have been waived or satisfied and the Purchaser determines not to pay or cause to be paid the Purchase Price or not to deliver or
cause to be delivered the Long Beach Certificates to the Seller or Long Beach Asset Holding Corp., the Purchaser shall immediately
effect the re-delivery of the Mortgage Loans and the Cap Agreements, if delivery to the Purchaser has occurred and any security
interest created by this Section 12 shall be deemed to have been released.


            SECTION 13. Notices.


            All demands, notices and communications hereunder shall
be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid,
or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at
1201 Third Ave., WMT1706, Seattle, Washington 98101, Attn:  LBSC Legal Counsel, or such other address as may hereafter be
furnished to the Seller in writing by the Purchaser; if to the Seller, addressed to the Seller at 1201 Third Ave., WMT1706,
Seattle, Washington 98101, Attn:  LBMC Legal Counsel, or to such other address as the Seller may designate in writing to the
Purchaser.


            SECTION 14. Severability of Provisions.


            Any part, provision, representation or warranty of this
Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof.  To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders
void or unenforceable any provision hereof.


            SECTION 15. Agreement of Parties.


            The Seller and the Purchaser each agree to execute and
deliver such instruments (including UCC financing statements and continuation statements) and take such actions as either of the
others may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement
and the Pooling and Servicing Agreement.


            SECTION 16. Survival.


The Seller agrees that the representations, warranties
and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied
upon by the Purchaser and its successors and assigns, notwithstanding any investigation heretofore or hereafter made by the
Purchaser or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any such
certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and the Cap Agreements and shall
continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and
notwithstanding subsequent termination of this Agreement, the Pooling and Servicing Agreement or the Trust Fund.


            SECTION 17. Indemnification,
Representative. 


            (a)        The Seller
indemnifies and holds harmless the Purchaser, the Purchaser’s officers and directors and each person, if any, who controls
the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or
Section 20 of the Exchange Act of 1934, as amended, (the “Exchange Act”), as follows:


            (i)        
against any and all losses, claims, expenses, damages or liabilities, joint or several, to which the Purchaser or such controlling
person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof), including, but not limited to, any loss, claim, expense, damage or liability related to purchases and sales of
the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Prospectus Supplement, in the case of purchases and
sales of the Class A Certificates and the Mezzanine Certificates, or the Private Placement Memorandum relating to the Class B
Certificates dated January 3, 2005 (the “Private Placement Memorandum”), in the case of purchases and sales of the
Class B-1 Certificates, or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not
misleading; and will reimburse, as incurred, the Purchaser and each such controlling person for any legal or other expenses
reasonably incurred by the Purchaser or such controlling person in connection with investigating, defending against or appearing as
a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided,
however, that the Seller will be liable in any such case only to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or omission, or alleged untrue statement or omission, made therein in reliance upon and
in conformity with written information furnished to the Purchaser by the Seller specifically for use in the preparation thereof
(the “Seller’s Information”);


            (ii)        against
any and all loss, liability, claim, damage and expense whatsoever, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected
with the written consent of the Seller; and


            (iii)       against any and
all expense whatsoever (including the fees and disbursements of counsel chosen by the Purchaser, subject to Section 17(c)
below), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or
clause (ii) above.


This
indemnity agreement will be in addition to any liability which the Seller may otherwise have.


            (b)        The
Purchaser agrees to indemnify and hold harmless the Seller, each of its directors, each of its officers and each person, if any,
who controls the Seller within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, against any
and all losses, claims, expenses, damages or liabilities to which the Seller or any such director, officer or controlling person
may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the
Prospectus Supplement, in the case of purchases and sales of the Class A Certificates and the Mezzanine Certificates, or the
Private Placement Memorandum, in the case of purchases and sales of the Class B-1 Certificates, other than in the Seller’s
Information, or arise out of, or are based upon, the omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements made therein not misleading, and will reimburse any legal or other expenses
reasonably incurred by the Seller or any such director, officer or controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action.  This indemnity agreement will be in addition to any liability which the
Purchaser may otherwise have.


            (c)        Promptly
after receipt by an indemnified party under this Section 17 of notice of the commencement of any action described therein,
such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 17,
notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability that it may have to any indemnified party under this Section 17 unless the
indemnifying party is materially prejudiced by such omission to notify and in any event the failure to notify the indemnifying
party shall not relieve it from any liability which it may have to the indemnified party otherwise than under this Agreement. 
In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish to do so, jointly with
any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party (such consent not to be unreasonably withheld, conditioned or
delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party under this
Section 17, such indemnifying party shall not be liable for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of investigation and preparation for a
defense.


            Any indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing (ii) such indemnified party shall have been advised by such counsel that there may be one or
more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; (iii) a conflict or
potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the
indemnified party) or (iv) the indemnifying party has failed to assume the defense of such action and employ counsel
reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have
the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying
party shall not, in connection with any one such action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall
be designated in writing (i) by the Seller if the indemnified parties under this Section 17 consist of the Seller or any of
its officers, directors or controlling persons, or (ii) the Purchaser, if the indemnified party under this Section 17
consist of the Purchaser or any of the Purchaser’s directors, officers or controlling persons.


            Each indemnified party, as a condition of the indemnity
agreements contained in Section 17(a) and Section 17(b), shall use its reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim.  No indemnifying party shall be liable for any settlement of
any such action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed),
but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability (to the extent set forth
in Section 17(a) or Section 17(b) as applicable) by reason of such settlement or judgment.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on
any claims that are the subject of such action and (ii) does not include a statement as to, or an admission of, fault,
culpability or failure to act by or on behalf of an indemnified party.


            Notwithstanding the foregoing paragraph, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement.


            (d)        If the
indemnification provided for in Section 17(a) or 17(b) is unavailable or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the Purchaser on the one hand and
the Seller on the other from the offering of the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Purchaser on the one hand and the Seller on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable considerations.  If the indemnification provided for in
Section 17(b) is unavailable or insufficient to hold harmless the indemnified party under Section 17(b), then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims,
damages or liabilities referred to in Section 17(b) in such proportion as appropriate to reflect the relative fault of the
Purchaser on one hand and the Seller on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits received by the
Purchaser on the one hand and the Seller on the other shall be deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Purchaser bear to the total underwriting discounts and commissions
received by the Underwriters (as defined in the Prospectus Supplement) and the Initial Purchaser (as defined in the Private
Placement Memorandum).  The relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Purchaser or by the Seller and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to above in the first sentence of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d).  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


            SECTION 18. Representations and Warranties
of the Seller Relating to the Cap Agreements.


            The Seller hereby represents and warrants to the
Purchaser, that as of the Closing Date with respect to each Cap Agreement:


            (a)        Immediately
prior to the assignment of the Cap Agreement to the Purchaser, the Seller had good title to, and was the sole legal and beneficial
owner of, the Cap Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any
kind created by the Seller, and has full right and authority, subject to no interest or participation of, or agreement with, any
other party to sell and assign the same.  Upon the delivery, transfer or assignment of the Cap Agreement to the Purchaser as
contemplated herein, the Purchaser will receive the Cap Agreement, free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind created by the Seller;


            (b)        Each Cap
Agreement constitutes “general intangibles” within the meaning of the applicable UCC;


            (c)        The Seller
has received all consents and approvals required by the terms of each Cap Agreement for the sale of such Cap Agreement hereunder to
the Purchaser;


            (d)        The Seller
has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law as necessary to perfect the security interest in each
Cap Agreement granted to the Purchaser hereunder; and


            (e)        The Seller
has not authorized the filing of and is not aware of any financing statements against Seller that include a description of
collateral covering either of the Cap Agreements other than any financing statement (a) relating to the security interest
granted to the Purchaser hereunder or (b) that has been terminated.


            SECTION 19. Governing Law.


            THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


            SECTION 10. Miscellaneous.


            This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and
the same instrument.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns.  This Agreement supersedes all prior agreements and understandings relating to the subject matter
hereof.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 
The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


            It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser as provided in Section 4 hereof be, and be
construed as, a sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans and the Cap Agreements by the Seller to the Purchaser to secure a debt or other obligation of the Seller. 
However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans and the Cap Agreements are
held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans and the Cap Agreements by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1)
this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans, the Cap Agreements and
all amounts payable to the holders of the Mortgage Loans and the Cap Agreements in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection
Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of
the Mortgage Notes, the Cap Agreements, the related Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of
perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Purchaser for the purpose of perfecting such security interest under applicable law.  Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an assignment of any security interest created
hereby.  The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Cap Agreements,
such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.


            SECTION 21. Third Party Beneficiary.


            Each of the Trustee and the NIMS Insurer, if any, shall
be a third-party beneficiary hereof (except with respect to Section 17) and shall be entitled to enforce the provisions hereof
as if a party hereto, except the provisions of Section 17 hereof.  The Co‐Representatives, on behalf of the
Underwriters (as defined in the Prospectus Supplement), and the Initial Purchaser, shall be a third-party beneficiary hereof solely
with respect to Section 17 and shall be entitled to enforce the provisions of Section 17 as if it were a party hereto.


 





            IN WITNESS WHEREOF, the Purchaser and the Seller have
caused their names to be signed by their respective officers thereunto duly authorized as of the date first above
written.


 


LONG BEACH SECURITIES CORP.


 


 


By:       _________________________


Name:  Deven Patel


Title:     Authorized Officer


 


 


LONG BEACH MORTGAGE COMPANY


 


 


By:       _________________________


Name:  Deven Patel


Title:     Vice President


 


 






 



EXHIBIT A
TO MORTGAGE LOAN PURCHASE AGREEMENT


STANDARD &
POOR’S LEVELS® GLOSSARY in effect on the
CLOSING DATE


 


As of January 6, 2005
(Update as of the Closing Date)


 


APPENDIX E TO
GLOSSARY FOR FILE FORMAT FOR LEVELS® VERSION 5.6: Standard & Poor's Predatory Lending Categorization


Standard & Poor's has categorized loans governed by anti-predatory lending laws in the jurisdictions listed below into
three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and
(b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are
included in Standard & Poor's High Cost Loan category because they included thresholds and tests that are typical of what is
generally considered High Cost by the industry.






	
Standard &
Poor’s High-Cost Loan Categorization


	
State/jurisdiction
 

	
Name of
Anti-Predatory Lending Law/Effective Date  

	
Category under
applicable anti-predatory lending law  


	
Arkansas

	
Arkansas Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq. Effective July 16, 2003

	
High
Cost Home Loan


	
Cleveland Heights, Ohio

	
Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003

	
Covered Loan


	
Colorado

	
Consumer Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered
into on or after Jan. 1, 2003. Other provisions of the Act took effect on June 7, 2002

	
Covered Loan


	
Connecticut

	
Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective Oct. 1,
2001

	
High
Cost Home Loan


	
District of Columbia

	
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after Jan. 28, 2003

	
Covered Loan


	
Florida

	
Fair
Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq. Effective Oct. 2, 2002

	
High
Cost Home Loan


	
Georgia (Oct. 1, 2002 – March 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective Oct. 1, 2002–March 6, 2003

	
High
Cost Home Loan


	
Georgia as amended (March 7, 2003 – current)

	
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7,
2003

	
High
Cost Home Loan


	
HOEPA Section 32

	
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34. Effective Oct. 1,
1995, amendments Oct. 1, 2002

	
High
Cost Loan


	
Illinois

	
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective Jan. 1, 2004 (prior to this date, regulations
under Residential Mortgage License Act effective from May 14, 2001)

	
High
Risk Home Loan


	
Indiana

	
Indiana Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. Effective for loans originated on or after
Jan. 1, 2005.

	
High
Cost Home Loan


	
Kansas

	
Consumer Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April
14, 1999; Section 16a-3-308a became effective July 1, 1999

	
High
Loan to Value Consumer Loan (id. § 16a-3-207); and High APR Consumer Loan (id. § 16a-3-308a)


	
Kentucky

	
2003
KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003

	
High
Cost Home Loan


	
Maine

	
Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective Sept. 29, 1995, and as amended from time to
time

	
High
Rate High Fee Mortgage


	
Massachusetts

	
Part
40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001, and
amended from time to time.

	
High
Cost Home Loan


	
 

	
Massachusetts Predatory Home Loan Practices Act. Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective Nov. 7,
2004.

	
High
Cost Home Mortgage Loan


	
Nevada

	
Assembly Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective Oct. 1, 2003

	
Home
Loan


	
New
Jersey

	
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after
Nov. 27, 2003

	
High
Cost Home Loan


	
New
Mexico

	
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of Jan. 1, 2004; Revised as of Feb. 26,
2004

	
High
Cost Home Loan


	
New
York

	
N.Y.
Banking Law Article 6-l. Effective for applications made on or after April 1, 2003

	
High
Cost Home Loan


	
North Carolina

	
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000;
amended October 1, 2003 (adding open-end lines of credit)

	
High
Cost Home Loan


	
Ohio

	
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq. Effective May 24,
2002

	
Covered Loan


	
Oklahoma

	
Consumer Credit Code (codified in various sections of Title 14A). Effective July 1, 2000; amended effective Jan. 1,
2004

	
Subsection 10 Mortgage


	
South Carolina

	
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq. Effective for loans taken
on or after Jan. 1, 2004

	
High
Cost Home Loan


	
West
Virginia

	
West
Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq. Effective June 5,
2002

	
West
Virginia Mortgage Loan Act Loan





 


	
Standard &
Poor’s Covered Loan Categorization


	
State/jurisdiction
 

	
Name of
Anti-Predatory Lending Law/Effective Date  


	
Georgia (Oct. 1, 2002 – March 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective Oct. 1, 2002-March 6, 2003


	
New
Jersey

	
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective Nov. 27, 2003-July 5,
2004





 


	
Standard &
Poor’s Home Loan Categorization


	
State/jurisdiction
 

	
Name of
Anti-Predatory Lending Law/Effective Date  

	
Category under
applicable anti-predatory lending law  


	
Georgia (Oct. 1, 2002- March 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective Oct. 1, 2002–March 6, 2003

	
Home
Loan


	
Indiana

	
Indiana Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. Effective for loans originated on or after
Jan. 1, 2005.

	
Home
Loan


	
New
Jersey

	
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after
Nov. 27, 2003

	
Home
Loan


	
New
Mexico

	
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of Jan. 1, 2004; revised as of Feb. 26,
2004

	
Home
Loan


	
North Carolina

	
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000;
amended Oct. 1, 2003 (adding open-end lines of credit)

	
Consumer Home Loan


	
South Carolina

	
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq. Effective for loans taken
on or after Jan. 1, 2004

	
Consumer Home Loan





 





SCHEDULE
A 


Cap
Agreements


	
Provider

	
Transaction
Reference


	
Greenwich Capital
Derivatives, Inc.

	
IRG6652101.2A.2B


	
Greenwich Capital
Derivatives, Inc.

	
IRG6652106.2A.2B


	
Greenwich Capital
Derivatives, Inc.

	
IRG6652111.2A





 


 


 













EXHIBIT
D


 


MORTGAGE LOAN
SCHEDULE


 


 


Copies of the Mortgage Loan Schedule (which has been
intentionally omitted from this filing) may be obtained from Long Beach Securities Corp. by contacting:


Deven Patel

Long Beach Securities Corp.

1400 South Douglass Road, Suite 100

Anaheim, California  92806

Telephone:        (714) 939-5200

Facsimile:         (714) 939-7880












EXHIBIT
E-1


 


REQUEST FOR
RELEASE

(for Trustee /Custodian)


 


Loan Information


Name
of Mortgagor:    
                                                                       


 


Master Servicer

Loan No.:                    
                                                                       


 


Trustee
/Custodian


 


Name:                         
                                                                       


 


Address:                      
                                                                       


 


Trustee/

Custodian

Mortgage File No.:      
                                                                       


 


Depositor


 


Name:                         
LONG BEACH SECURITIES CORP.


Address:                      
                                                                       


Certificates:                  Long
Beach Mortgage Certificates, Series 2005‐1.







            The undersigned Master Servicer hereby acknowledges that
it has received from _______________________, as Trustee for the Holders of Long Beach Mortgage Loan Trust 2005‐1,
Asset-Backed Certificates, Series 2005‐1, the documents referred to below (the “Documents”).  All
capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement, dated as of January 1, 2005, among the Trustee, the Depositor and the Master Servicer (the “Pooling and Servicing
Agreement”).


(a)        Promissory
Note dated _______________, 20__, in the original principal sum of $__________, made by ___________________, payable to, or
endorsed to the order of, the Trustee.


(b)        Mortgage
recorded on _____________________ as instrument no. ________________ in the County Recorder’s Office of the County of
_________________, State of ____________ in book/reel/docket _________________ of official records at page/image
_____________.


(c)        Deed of
Trust recorded on ___________________ as instrument no. ________________ in the County Recorder’s Office of the County of
_________________, State of ____________________ in book/reel/docket _________________ of official records at page/image
______________.


(d)        Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on ___________________ as instrument no. _________ in the County
Recorder’s Office of the County of _______________, State of _______________________ in book/reel/docket ____________ of
official records at page/image ____________.


(e)        Other
documents, including any amendments, assignments or other assumptions of the Mortgage Note or Mortgage.


(f)         _____________________________________________


(g)        _____________________________________________


(h)        _____________________________________________


(i)        
_____________________________________________


            The undersigned Master Servicer hereby acknowledges and
agrees as follows:


            (1)        The Master
Servicer shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.


            (2)        The Master
Servicer shall not cause or permit the Documents to become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master Servicer assert or seek to assert any claims or rights of
setoff to or against the Documents or any proceeds thereof.


            (3)        The Master
Servicer shall return each and every Document previously requested from the Mortgage File to the Trustee when the need therefor no
longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have been remitted
to the Collection Account and except as expressly provided in the Agreement.


            (4)        The
Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the Master
Servicer shall at all times be ear-marked for the account of the Trustee, and the Master Servicer shall keep the Documents and any
proceeds separate and distinct from all other property in the Master Servicer’s possession, custody or control.


Dated:


LONG BEACH MORTGAGE COMPANY





By:                                                                              


 Name:

Title:









EXHIBIT
E-2


 


REQUEST FOR
RELEASE

(Certificate – Mortgage Loan Paid in Full)


 


OFFICERS’
CERTIFICATE AND TRUST RECEIPT

MORTGAGE LOAN PASS-THROUGH CERTIFICATES

SERIES 2005‐1


 


____________________________________________________
HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND
HEREBY FURTHER CERTIFIES AS FOLLOWS:


WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED
IN THE POOLING AND SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:


ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST
HAVE BEEN MADE.


LOAN
NUMBER:                                          
            BORROWER’S
NAME:                                


COUNTY:                                                      


WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION
WITH SUCH PAYMENTS, WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION 3.10 OF THE POOLING AND
SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.


DATED:                                                          


 


 


            

/ / VICE PRESIDENT



/ / ASSISTANT VICE PRESIDENT


 












EXHIBIT E-3


FORM OF MORTGAGE LOAN ASSIGNMENT
AGREEMENT


This MORTGAGE
LOAN ASSIGNMENT AGREEMENT (this “Agreement”), dated as of ________________, 200___, is by and between
________________, a ________________, as purchaser (the “Company”), and DEUTSCHE BANK NATIONAL TRUST
COMPANY, not in its individual capacity but as trustee (the “Trustee”) for LONG BEACH MORTGAGE LOAN TRUST
2005‐1, as seller (the “Trust”).


In consideration of the mutual
covenants made herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


ARTICLE
1.     DEFINITIONS


Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of January 1, 2005 (the “Pooling and Servicing
Agreement”) by and among Long Beach Mortgage Company, as master servicer (the “Master Servicer”), Long Beach
Securities Corp., as depositor, and the Trustee, as trustee.


ARTICLE
2.   SALE AND CONVEYANCE OF MORTGAGE LOAN;

POSSESSION OF FILES; PAYMENT OF PURCHASE

PRICE; DELIVERY OF MORTGAGE LOAN DOCUMENTS;

RECORDATION OF ASSIGNMENTS OF MORTGAGE


Section 2.1      Sale and Conveyance of Mortgage Loans; Possession of
Files


(a)                Pursuant to Section 2.03 of
the Pooling and Servicing Agreement and Section 6.____________ of the Mortgage Loan Purchase Agreement, subject to the
provisions  of the Pooling and Servicing Agreement and after the deposit of the Purchase Price in the Collection Account and
the Trustee’s receipt of a written certification from the Master Servicer of such deposit (the “Certification”),
the Trustee hereby sells, transfers, assigns, sets over, and conveys to the Company, without recourse, or, except as set forth in
Article 3, representations or warranties,  all the right, title, and interest of the Trust in and to the mortgage loan
identified on Schedule I attached hereto (the “Mortgage Loan”).


(b)               In accordance with Section 3.17 of
the Pooling and Servicing Agreement, the Trustee will deliver to the Company, or to such third party as the Company may direct, the
documents comprising the Mortgage File with respect to the Mortgage Loan upon the Trustee’s receipt of the
Certification.  Upon payment for the Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of the Mortgage
Note, the Mortgage, and each of the other documents comprising the Mortgage File with respect to the Mortgage Loan is and shall be
vested in the Company, and the ownership of all records and documents with respect to the Mortgage Loan prepared by or which come
into the possession of the Trustee or any agent or designee thereof shall immediately vest in the Company and shall be delivered to
the Company or as the Company may otherwise direct.


(c)                In full consideration for the
sale of the Mortgage Loan pursuant to Section 2.1(a) hereof, and upon the terms and conditions of this Agreement, the
Company hereby purchases the Mortgage Loan.


(d)               Subject to the fulfillment of any
other conditions to such [purchase/repurchase] under the Pooling and Servicing Agreement and following the deposit of the Purchase
Price in the Collection Account and the Trustee’s receipt of the Certification, the Company shall own and be entitled to
receive with respect to the Mortgage Loan all Monthly Payments and all other recoveries of principal and interest.  All such
amounts that are collected after the date of the deposit of the Purchase Price and the Trustee’s receipt of the Certification
shall be held and remitted by the Master Servicer to the Company in accordance with the terms of this Agreement.


 


ARTICLE 3.  
REPRESENTATIONS AND WARRANTIES OF

THE TRUSTEE CONCERNING THE MORTGAGE LOAN






The Trustee hereby represents and
warrants to, and agrees with the Company that, as to the Mortgage Loan and as of the date first written above:


The Trustee, to its actual
knowledge has not taken any action with respect to the Mortgage Loans, other than at the direction of the Company, its attorneys
and subservicers or Long Beach Securities Corp., which would result in the imposition of any lien on, security interest in, or
other encumbrance of, the real property securing the Mortgage Loan, other than permitted pursuant to the Pooling and Servicing
Agreement, and other than such action as might be required to preserve and maintain the Mortgage.


ARTICLE
4.   MISCELLANEOUS PROVISIONS


Section
4.1      Governing
Law


This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law) and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws without giving effect to
conflict of laws principles other than Section 5-1401 of the New York General Obligations Law.


Section 4.2      Severability of Provisions


If any one or more of the covenants, agreements,
provisions, or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and
shall in no way affect the validity or enforceability of the other covenants, agreements, provisions, or terms of this Agreement or
the rights of the parties hereunder. 


Section 4.3      Schedules


The schedules to this Agreement are hereby incorporated
and made a part hereof and are an integral part of this Agreement. 


Section 4.4      Counterparts; Successors and Assigns


This Agreement may be executed in one or more
counterparts, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same agreement.  This Agreement shall inure to the
benefit of and be binding upon the Company and the Trustee. 


Section 4.5      Effect of Headings


The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.


Section 4.6      Survival


The representations, warranties, covenants and
agreements of the parties provided in this Agreement and the parties’ obligations hereunder shall survive the execution,
delivery and termination of this Agreement.


Section
4.7      Costs


The Company shall pay all costs, fees and expenses
incurred in connection with the transfer and delivery of the Mortgage Loan purchased by the Company under this
Agreement.


 


[Signature page follows]









TO WITNESS THIS, the Company and the Trustee have caused their names to be signed to this Mortgage Loan Assignment Agreement by their
duly authorized respective officers as of the day and year first above written.


 


	
 


 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee for Long Beach Mortgage Loan Trust 2005‐1 and not in its individual
capacity


 


By:     _________________________________


Name:____________________________


Title:  ____________________________


	
 

	
 


	
 


 

	
[_________________________________]


By:     _________________________________


Name:____________________________


 


Title:  ____________________________





 







 


STATE OF
____________________                  
)


                                                                             
) ss.


COUNTY OF
__________________                 
)


 


This instrument was acknowledged before me on
______________________, 200___, by _____________________ as _________________________ of Long Beach Mortgage Company.



[Print Name]_________________________

NOTARY PUBLIC in and for the State of _____________, residing at _______________________________________

 My commission expires _____________________




 


 









 


STATE OF
                                                          
)


                                                                             
) ss.


COUNTY OF
                                                     
)


 


This instrument was acknowledged before me on
______________________, 200___, by _____________________ as _________________________ of Deutsche Bank National Trust Company, as
trustee for Long Beach Mortgage Loan Trust 200___-___ and not in its individual capacity.



[Print Name]_________________________

NOTARY PUBLIC in and for the State of

                  , residing at
_____________________

 My commission expires _____________________




 









 


SCHEDULE I



MORTGAGE LOAN SCHEDULE


 




 










EXHIBIT F-1


FORM OF TRUSTEE’S INITIAL CERTIFICATION


                                                                                   
[Date]


Long Beach Securities
Corp.                                       
Long Beach Mortgage Company

1400 South Douglass Road, Suite
100                         
1400 South Douglass Road, Suite 100

Anaheim, CA
92806                                                   
Anaheim, CA 92806


Re:       Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of January 1, 2005 among Long Beach Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust
Company,


            Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed
Certificates, Series 2005‐1


Ladies and Gentlemen:


            Pursuant to Section 2.02 of the Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby acknowledges receipt of each Mortgage File and certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting
part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement)
required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have
been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage
Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule
that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and
subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage File.


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


DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


 


By:      
                                               


Name: 
                                               


Title:    
                                               




 


EXHIBIT F-2


FORM OF TRUSTEE’S FINAL CERTIFICATION


 


            [Date]


Long Beach Securities
Corp.                                       
Long Beach Mortgage Company

1400 South Douglass Road, Suite
100                         
1400 South Douglass Road, Suite 100

Anaheim, CA
92806                                                  Anaheim,
CA 92806


 


Re:       Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of January 1, 2005 among Long Beach Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust
Company,


            Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed
Certificates, Series 2005‐1


 


Ladies and
Gentlemen:


            In accordance with Section 2.02 of the above-captioned
Pooling and Servicing Agreement, 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 attachment hereto), it or a Custodian on its behalf has
received:


            (a)        the
original Mortgage Note, endorsed in blank or in the following form:  “Pay to the order of Deutsche Bank National Trust
Company, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a
complete chain of endorsement from the originator to the Person so endorsing to the Trustee or a copy of such original Mortgage
Note with an accompanying Lost Note Affidavit executed by the Seller;


 


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


 


            (c)        an original
Assignment in blank;


 


            (d)        the
original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the
Mortgage to the Trustee or in blank;


 


            (e)        the
original or copies of each assumption, modification, written assurance or substitution agreement, if any; and


 


            (f)         the
original lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance
of such policy (or a copy of the above, in the case of the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage
as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title
policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or
escrow company.


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


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


DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


 


 


By:      
                                               


Name: 
                                               


Title:    
                                               












EXHIBIT
G


 


[RESERVED]












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
                                                      
, successor by merger to
                                             


              (“Seller”) and who has personal
knowledge of the facts set out in this affidavit.


On
                  ,
                                 
 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 presently lost and unavailable after diligent search has been made. Seller’s records show that an amount of
principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due
course of said lost note.


            Seller executes this Affidavit for the purpose of
inducing Deutsche Bank National Trust Company, as Trustee on behalf of Long Beach Mortgage Loan Trust 2005‐1, to accept the
transfer of the above described loan from Seller.


            Seller agrees to indemnify Deutsche Bank National Trust
Company, Long Beach Securities Corp. and Long Beach Mortgage Company harmless for any losses incurred by such parties resulting
from the above described promissory 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


FORM OF ERISA
REPRESENTATION


 


[DATE]


Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806


 


Long Beach Mortgage
Company

1400 South Douglass Road, Suite 100

Anaheim, CA 92806


 


Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:       Long Beach Mortgage Loan Trust 2005‐1,

Asset-Backed Certificates, Series 2005‐1        


Ladies and Gentlemen:


            ___________________ (the “Transferee”)
intends to acquire from __________________ (the “Transferor”) $____________ Initial Certificate Principal Balance of
the Class [____] Certificate of Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates, Series 2005‐1, (the
“Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the
“Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Master Servicer that the following statements in either (1) or (2) are accurate:


_____
(1)         The Certificates (i) are not being acquired by, and will not be transferred to,
any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and
bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements
are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”)
(any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the
meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be transferred
to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.F.R. §
2510.3-101; or


 


_____
(2)         [With respect to the Class B-2 Certificates, the Class C Certificates and
the Class P Certificates Only] The Transferee will provide an Opinion of Counsel to the Depositor, the Trustee and the Master
Servicer which establishes to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of such
Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Trustee, the Master Servicer, or the Trust Fund to any obligation
or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement; or


 


_____
(3)         [With respect to the Class B-2 Certificates Only] (i) The Transferee is
an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an
“insurance company general account” (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption
(“PTCE”) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.


 


 


IN WITNESS WHEREOF, the
Transferee executed this certificate.


                                                                       


 [Transferee]



By:
                                                                 







Name:
                                                            







Title:
                                                               












EXHIBIT
J-1A


Form of Class B-1
Certificate Transferor Certificate


                                                                                   
[Date]


[TRUSTEE]


Re:
      Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates


Series
2005‐1 (the “Class B-1 Certificates”)


Ladies and Gentlemen:


            This certificate is being delivered in connection with
the sale by [___________________] (the “Transferor”) to [_______________] (the “Transferee”) of Class B-1
Certificates having an Initial Certificate Principal Balance as of January 6, 2005 (the “Closing Date”) of
[$____________] (the “Transferred Certificates”).  The Class B-1 Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of January 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).  All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.  The
Transferor hereby certifies, represents and warrants to you, as Trustee, and for the benefit of the Trustee, the Depositor, the
Trust Fund and the Transferee, that:


            1.         The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Class B-1 Certificates free
from any and all claims and encumbrances whatsoever.


            2.        
Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b)
solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with
respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person
in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other
action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any
Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities
laws.


            3.         The
Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a
“qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act
(a “Qualified Institutional Buyer”) purchasing for its own account or for the account of a Qualified Institutional
Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf of
the Transferor in this matter have relied upon the following method(s) of establishing the Transferee's ownership and discretionary
investments of securities (check one or more):


___      (a)  The Transferee's most recent publicly available financial statements, which
statements present the information as of a date within 16 months preceding the date of sale of the Transferred Certificate in the
case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or


___      (b)  The most recent publicly available information appearing in documents filed by
the Transferee with the Securities and Exchange Commission or another United States federal, state, or local governmental agency or
self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, which information is as of a
date within 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. purchaser and within 18
months preceding such date of sale for a foreign purchaser; or


___      (c)  The most recent publicly available information appearing in a recognized
securities manual, which information is as of a date within 16 months preceding the date of sale of the Transferred Certificate in
the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or


___      (d)  A certification by the chief financial officer, a person fulfilling an
equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned and invested on a
discretionary basis by the Transferee as of a specific date on or since the close of the Transferee's most recent fiscal year, or,
in the case of a Transferee that is a member of a “family of investment companies”, as that term is defined in Rule
144A, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the
“family of investment companies” as of a specific date on or since the close of the Transferee's most recent fiscal
year.


            4.         The
Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities
owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified
Institutional Buyer:


(a) the following instruments
and interests shall be excluded:  securities of issuers that are affiliated with the Transferee; if the Transferee is a dealer
securities that are part of an unsold allotment to or subscription by the Transferee as a participant in a public offering;
securities of issuers that are part of the Transferee's “family of investment companies”, if the Transferee is a
registered investment company; bank deposit notes and certificates of deposit; loan participations; repurchase agreements;
securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps;


(b)  the aggregate value of
the securities shall be the cost of such securities, except where the entity reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities may be valued at market;


(c)  securities owned by
subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally
accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the
entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would
be included in the consolidated financial statements of another enterprise.


            5.         The
Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor
is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.


            6.         The
Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information requested
by the Transferee regarding (a) the Transferred Certificates and payments thereon, (b) the nature and performance of the Mortgage
Loans, (c) the Agreement, and (d) any credit enhancement mechanism associated with the Transferred Certificates.


 


Very
truly yours,


 


                                                           


(Transferor)


 


By:      
                                               


Name: 


Title:    












EXHIBIT
J-1B


 


Form of Class B-1
Certificate Transferee Certificate


                                                                                   
[Date]


[TRUSTEE]


                       
Re:       Long Beach Mortgage Loan Trust 2005‐1, Asset-Backed Certificates

Series 2005‐1(the “Class B-1 Certificates”)


Ladies and Gentlemen:


            [___________________] (the “Transferee”)
intends to purchase from ___________________ (the “Transferor”) Class B-1 Certificates having an Initial Certificate
Principal Balance as of January 6, 2005 (the “Closing Date”) of [$____________] (the “Transferred
Certificates”).  The Class B-1 Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement dated as of January 1, 2005 (the “Agreement”) among Long Beach Securities Corp., as depositor
(the “Depositor”), Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche
Bank National Trust Company, as trustee (the “Trustee”).  All capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Agreement.  The Transferee hereby certifies, represents and warrants to you,
as Trustee, and for the benefit of the Trustee, the Depositor, the Trust Fund and the Transferor, that:


            1.         The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined
in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and has
completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred
Certificates for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred
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.


            2.         The
Transferee has been furnished with all information requested by it regarding (a) the Transferred Certificates and payments thereon,
(b) the nature and performance of the Mortgage Loans, (c) the Agreement, and (d) any credit enhancement mechanism associated with
the Transferred Certificates.


3.         The Transferee represents that any of (a) or (b) is satisfied, as marked
below:


____    a. 
it is neither: (1) an employee benefit plan, or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are
invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a
“Plan”), nor (2) any Person who is directly or indirectly purchasing such Transferred Certificate or interest therein
on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan; or


____    b. 
the Transferee is an insurance company and (a) the source of funds used to purchase or hold such Transferred Certificate (or
interest therein) is an “insurance company general account” (as defined in U.S. Department of Labor Prohibited
Transaction Class Exemption (“PTCE”) 95-60, and (c) the conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied.


Very
truly yours,


 


                                                           


(Transferee)


 


By:      
                                               


Name: 


Title:    










ANNEX 1 TO
EXHIBIT J-1B


 


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for
Transferees other than Registered Investment Companies]


                       
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Trustee], as
Trustee, with respect to the Class B-1 Certificates being transferred (the “Transferred Certificates”) as described in
the Transferee Certificate to which this certification relates and to which this certification is an Annex:


           
            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred
Certificates (the “Transferee”).


                       
2. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of
1933, as amended (“Rule 144A”), because (i) the Transferee owned and/or invested on a discretionary basis
$______________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
the category marked below.


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


            ___      Bank. The Transferee (a) is a national bank or a banking institution organized
under the laws of any State, U.S. 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, as of a date not more than 16 months preceding the date of sale of the Transferred
Certificate in the case of a U.S. bank, or a
banking institution organized under the laws of any State, U.S. territory or the District of Columbia, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.


___      Savings and Loan. The Transferee (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred
Certificate in the case of a U.S. savings and loan association, building and loan association, cooperative bank, homestead association or similar
institution, and not more than 18 months preceding such date of sale for a foreign savings and loan association or
equivalent institution.


___      Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.


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


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


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


___      Investment Advisor. The Transferee is an investment advisor registered under the
Investment Advisers Act of 1940, as amended.


___      Other. (Please supply a brief description of the entity and a cross-reference to
the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment
companies should complete Annex 2 rather than this Annex 1.)
                                           


                       
3.         The term “securities” as used herein does not include
(i) securities of issuers that are affiliated with the Transferee, (ii) if the Transferee is a dealer, securities that are part of
an unsold allotment to or subscription by the Transferee as a participant in a public offering, (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. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to
in this paragraph.


                       
4.         For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in which case the securities were valued at market.
Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee,
but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and
the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


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


            ___     
___                  Will the Transferee be
purchasing the Transferred Certificates

            Yes     
No                   only for the
Transferee's own account?


                       
6.         If the answer to the foregoing question is “no”, then in each case
where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a
“qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer”
status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by
Rule 144A.


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


                                                           


Print
Name of Transferee


 


By:      
                                               


Name: 


Title:    


 


Date:   









ANNEX 2 TO
EXHIBIT J-1B


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for
Transferees that are Registered Investment Companies]


                       
The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Trustee], as
Trustee, with respect to the Class B-1 Certificates being transferred (the “Transferred Certificates”) as described in
the Transferee Certificate to which this certification relates and to which this certification is an Annex:


                       
1.         As indicated below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (“Rule 144A”), because the Transferee is part of a Family of
Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).


           
            2.         The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned
and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For
purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the
case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in which case the securities of such entity were
valued at market.


____                The Transferee owned and/or
invested on a discretionary basis [$__________________] in securities (other than the excluded securities referred to below) as of
the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).


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


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


                       
4.         The term “securities” as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were excluded.


                       
5.         The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.


____    ____                Will
the Transferee be purchasing the Transferred Certificates only for the Transferee's own account?


Yes     
No


                       
6.         If the answer to the foregoing question is “no”, then in each case
where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a
“qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer”
status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by
Rule 144A.


                       
7.         The undersigned will notify the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 


                                                           


Print
Name of Transferee or Adviser


 


By:      
                                               


Name: 


Title:    


 


IF AN
ADVISER:


 


                                                           


Print
Name of Transferee


 


Date:












EXHIBIT
J-2


 


FORM OF
INVESTMENT LETTER [NON-RULE 144A]


 


[DATE]


 


Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806


 


Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:       Long Beach Mortgage Loan Trust 2005‐1,

Asset-Backed Certificates Series 2005‐1         


Ladies and Gentlemen:


            In connection with our acquisition of $______ Initial
Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2005‐1 Asset-Backed
Certificates, Series 2005‐1 (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as
of January 1, 2005 (the “Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as
trustee (the “Trustee”), 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 not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) 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 (g) below), (f) 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 (g) 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 Agreement.


Very truly yours,



[NAME OF TRANSFEREE]





By:
                                                     


             Authorized Officer


 









FORM OF RULE 144A
INVESTMENT LETTER


 


[DATE]


 


Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806


 


Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:       Long Beach Mortgage Loan Trust 2005‐1,

Asset-Backed Certificates Series 2005‐1         


Ladies and Gentlemen:


            In connection with our acquisition of $______ Initial
Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2005‐1 Asset-Backed
Certificates, Series 2005‐1 (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as
of January 1, 2005 (the “Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as
trustee (the “Trustee”), 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 are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (d) 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, (e) 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.


Very truly yours,



[NAME OF TRANSFEREE]





By:
                                                                


             Authorized Officer









ANNEX 1 TO
EXHIBIT J-2


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:


            1.         As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the Buyer.


            2.         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 at least $100,000,000 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 any 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 a banking institution organized under the laws of any State, U.S. 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, as of a date not more than 16 months preceding the date of
sale of the Certificates in the case of a U.S. bank or a banking institution organized under the laws of any State, U.S. territory
or the District of Columbia, and not more than 18 months preceding such date of sale for a foreign bank or equivalent
institution.


 


_____  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 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, as of a date not more than 16 months preceding the date
of sale of the Certificates in the case of a U.S. savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, and not more than 18 months preceding such date of sale for a foreign savings and
loan association, or equivalent institution.


 


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


 


_____  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, U.S. 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 Advisers Act of 1940.


 


_____  Other. (Please supply a brief description of
the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it
qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)                                     


            3.         The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the
Buyer, (ii) if the Buyer is a dealer, securities that are part of an unsold allotment to or subscription by the Buyer as a
participant in a public offering, (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.  For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer did not include any of the securities referred to in this paragraph.


            4.         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, except the Buyer reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost of those securities has been published, in which
case, the securities were 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.


            5.         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.


____    ____                Will
the Buyer be purchasing the Certificates only for the Buyer's own account?


                       
Yes      No


            6.         If the answer to the foregoing question is “no”, then in each case where the Buyer
is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such
third party has been established by the Buyer through one or more of the appropriate methods contemplated by Rule
144A.


 


            7.         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 as 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-2


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 chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Certificates 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 an executive officer of the investment adviser (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 owned and/or invested on a discretionary basis, 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 where the Buyer or any member of the Buyer’s Family of
Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities has been published, in which case, the securities of
such entity were valued at market.


_____  The Buyer owned and/or invested on a
discretionary basis, $_________ 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) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.  For purposes of determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Buyer, or owned by the Buyer’s Family of Investment Companies, the securities referred to in this
paragraph were excluded.


            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.


____    ____                Will
the Buyer be purchasing the Certificates only for the Transferee's own account?


                       
Yes     
No                  


            6.         If the
answer to the foregoing question is “no”, then in each case where the Buyer is purchasing for an account other than its
own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule
144A, and the “qualified institutional buyer” status of such third party has been established by the Buyer through one
or more of the appropriate methods contemplated by Rule 144A.


 


            7.         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 Class R
Certificate, Class R‐CX Certificate


and Class R-PX
Certificate Transfer Affidavit


 


TRANSFER
AFFIDAVIT AND AGREEMENT


LONG BEACH
MORTGAGE LOAN TRUST 2005‐1,


ASSET-BACKED
CERTIFICATES, SERIES 2005‐1


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 an Ownership Interest in the Class [___]
Certificate (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2005
(the “Agreement”), relating to the above-referenced Certificates, among Long Beach Securities Corp., as depositor (the
“Depositor”), Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and Deutsche Bank
National Trust Company, as trustee (the “Trustee”).  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 in the Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person and has attached hereto an affidavit from such Person in substantially the same form as this affidavit. 
The Transferee has no knowledge that any such affidavit is false.


            3.         The
Transferee has been advised 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) of 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.


            4.         The
Transferee has been advised and understands that a tax will be imposed on a “pass-through entity” holding the
Certificate if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee 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 a Permitted
Transferee 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 5.02(d) 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 5.02(d) 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 in connection with any Transfer by a Person for whom the Transferee is acting as nominee, trustee
or agent, 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 L to the Agreement (a
“Transferor Certificate”) to the effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.


            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 a U.S. Person as defined in Code Section 7701(a)(30).


            10.       The Transferee is
aware that the Certificate may be “noneconomic residual interests” within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due
with respect to the income on such residual interest, if a significant purpose of the transfer was to impede the assessment or
collection of tax.  The Transferee understands that, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the Certificates.  The Transferee intends to pay taxes
associated with holding the Certificate as they become due.


            11.       The Transferee is
not an employee benefit plan that is subject to ERISA or a plan that is subject to Section 4975 of the Code, nor is it acting
on behalf of such a plan.







            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 Vice President, attested by its
Secretary, this ___ day of [__________].


[Transferee NAME]


 


 


By:
                                                                 


Name:
                                                            


Title:
                                                               


[Corporate Seal]


ATTEST:


                                                           


Secretary


On [__________, 200_] before me,
_____________________________, personally appeared _______________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.


WITNESS my hand and official seal.


Signature _________________________________


(Seal)












EXHIBIT
L


 


FORM OF
TRANSFEROR CERTIFICATE


 


[DATE]


Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806


 


Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California  92705


Re:       Long Beach Mortgage Loan Trust 2005‐1,

Asset-Backed Certificates Series 2005‐1         


Ladies and Gentlemen:


            In connection with our disposition of the Class [__]
Certificates (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of January 1, 2005
(the “Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”) we certify that (a) we understand that the Certificates have not been registered under the Securities Act of
1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) 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, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of the Class [__]
Certificate, we have no knowledge that the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition
of the Class [__] Certificate is to impede the assessment or collection of tax.


Very truly yours,



TRANSFEROR



By:
                                                                 


 Name:
                                                            


 Title:
                                                               


 












SCHEDULE
I


 


PREPAYMENT CHARGE
SCHEDULE


 


AVAILABLE UPON
REQUEST













SCHEDULE
II


 


CAP PREMIUM
SCHEDULE


 




	

Distribution Date



	

Class I‐A1 Cap

 Scheduled Notional Amount ($)



	

Class I‐A1

 Strike Rate (%)




	
February 25, 2005

	
1,912,475,000

	
4.00614


	
March 25, 2005

	
1,852,904,293

	
7.15423


	
April  25, 2005

	
1,794,545,479

	
6.46221


	
May 25, 2005

	
1,737,363,237

	
6.67792


	
June 25, 2005

	
1,681,324,480

	
6.46783


	
July 25, 2005

	
1,626,400,114

	
6.68365


	
August 25, 2005

	
1,572,560,073

	
6.46822


	
September 25, 2005

	
1,519,778,289

	
6.46835


	
October 25, 2005

	
1,468,030,927

	
6.68405


	
November 25, 2005

	
1,417,306,194

	
6.46847


	
December 25, 2005

	
1,367,893,293

	
6.68934


	
January 25, 2006

	
1,319,767,865

	
6.47359


	
February 25, 2006

	
1,272,895,279

	
6.47363


	
March 25, 2006

	
1,227,243,014

	
7.16727


	
April  25, 2006

	
1,182,779,394

	
6.47370


	
May 25, 2006

	
1,139,473,560

	
6.68953


	
June 25, 2006

	
1,097,295,457

	
6.47881


	
July 25, 2006

	
1,056,216,677

	
6.69481


	
August 25, 2006

	
1,016,207,787

	
6.47888


	
September 25, 2006

	
977,241,007

	
6.47892


	
October 25, 2006

	
939,289,279

	
6.69492


	
November 25, 2006

	
902,326,245

	
6.53140


	
December 25, 2006

	
866,311,285

	
7.57148


	
January 25, 2007

	
831,205,397

	
7.32701


	
February 25, 2007

	
797,014,556

	
7.32677


	
March 25, 2007

	
763,715,004

	
8.11152


	
April  25, 2007

	
731,283,597

	
7.32629


	
May 25, 2007

	
699,697,789

	
7.62357


	
June 25, 2007

	
668,944,423

	
8.16585


	
July 25, 2007

	
639,117,035

	
8.43745


	
August 25, 2007

	
610,064,540

	
8.16470


	
September 25, 2007

	
581,766,880

	
8.16411


	
October 25, 2007

	
554,204,513

	
8.43565


	
November 25, 2007

	
527,358,403

	
8.23695


	
December 25, 2007

	
501,219,811

	
9.36553


	
January 25, 2008

	
475,851,510

	
9.06290


	
February 25, 2008

	
451,140,294

	
9.06197


	
March 25, 2008

	
451,140,294

	
9.68593


	
April 25, 2008

	
451,140,294

	
9.06009


	
May 25, 2008

	
451,140,294

	
9.42202


	
June 25, 2008

	
451,140,294

	
9.91047


	
July 25, 2008

	
0

	
0.00000


	
August 25, 2008

	
451,140,294

	
9.90808


	
September 25, 2008

	
451,140,294

	
9.90681


	
October 25, 2008

	
0

	
0.00000


	
November 25,
2008

	
439,806,042

	
9.96306


	
December 25,
2008

	
0

	
0.00000








 











	

Distribution Date



	

Group II Senior Cap

 Scheduled Notional Amount ($)



	

Group II Senior

 Strike Rate (%)




	
February 25, 2005

	
894,526,000

	
3.80463


	
March 25, 2005

	
865,904,597

	
6.79389


	
April  25, 2005

	
837,949,542

	
6.13634


	
May 25, 2005

	
810,642,583

	
6.34260


	
June 25, 2005

	
783,966,512

	
6.14250


	
July 25, 2005

	
757,905,108

	
6.34802


	
August 25, 2005

	
732,441,875

	
6.14317


	
September 25, 2005

	
707,561,579

	
6.14309


	
October 25, 2005

	
683,249,919

	
6.34778


	
November 25, 2005

	
659,499,782

	
6.14467


	
December 25, 2005

	
636,368,665

	
6.35413


	
January 25, 2006

	
613,842,495

	
6.14990


	
February 25, 2006

	
591,905,709

	
6.14982


	
March 25, 2006

	
570,542,820

	
6.80864


	
April  25, 2006

	
549,738,861

	
6.14967


	
May 25, 2006

	
529,479,257

	
6.35636


	
June 25, 2006

	
509,749,963

	
6.15579


	
July 25, 2006

	
490,537,397

	
6.36175


	
August 25, 2006

	
471,827,749

	
6.15645


	
September 25, 2006

	
453,607,813

	
6.15637


	
October 25, 2006

	
435,864,814

	
6.36150


	
November 25, 2006

	
418,586,309

	
6.22162


	
December 25, 2006

	
401,750,402

	
7.28836


	
January 25, 2007

	
385,273,271

	
7.05387


	
February 25, 2007

	
369,229,189

	
7.05369


	
March 25, 2007

	
353,606,767

	
7.80923


	
April  25, 2007

	
338,394,977

	
7.05331


	
May 25, 2007

	
323,583,080

	
7.35572


	
June 25, 2007

	
309,165,743

	
7.94134


	
July 25, 2007

	
295,190,850

	
8.20650


	
August 25, 2007

	
281,581,946

	
7.94232


	
September 25, 2007

	
268,329,498

	
7.94194


	
October 25, 2007

	
255,424,157

	
8.21663


	
November 25, 2007

	
242,857,655

	
8.04266


	
December 25, 2007

	
230,623,300

	
9.16908


	
January 25, 2008

	
218,756,183

	
8.87355


	
February 25, 2008

	
207,198,936

	
8.87329


	
March 25, 2008

	
207,198,936

	
9.48463


	
April 25, 2008

	
207,198,936

	
8.87592


	
May 25, 2008

	
207,198,936

	
9.24576


	
June 25, 2008

	
207,198,936

	
9.76631


	
July 25, 2008

	
0

	
0.00000


	
August 25, 2008

	
207,198,936

	
9.76512


	
September 25, 2008

	
207,198,936

	
9.76438


	
October 25, 2008

	
0

	
0.00000


	
November 25,
2008

	
203,478,254

	
9.83871


	
December 25,
2008

	
0

	
0.00000

















	

Distribution Date



	

Subordinate Cap

 Scheduled Notional Amount ($)



	

Subordinate

 Strike Rate (%)




	
February 25, 2005

	
631,750,000

	
3.94192


	
March 25, 2005

	
631,750,000

	
7.03940


	
April  25, 2005

	
631,750,000

	
6.35837


	
May 25, 2005

	
631,750,000

	
6.57107


	
June 25, 2005

	
631,750,000

	
6.36416


	
July 25, 2005

	
631,750,000

	
6.57669


	
August 25, 2005

	
631,750,000

	
6.36463


	
September 25, 2005

	
631,750,000

	
6.36470


	
October 25, 2005

	
631,750,000

	
6.57689


	
November 25, 2005

	
631,750,000

	
6.36529


	
December 25, 2005

	
631,750,000

	
6.58252


	
January 25, 2006

	
631,750,000

	
6.37044


	
February 25, 2006

	
631,750,000

	
6.37044


	
March 25, 2006

	
631,750,000

	
7.05299


	
April  25, 2006

	
631,750,000

	
6.37044


	
May 25, 2006

	
631,750,000

	
6.58336


	
June 25, 2006

	
631,750,000

	
6.37588


	
July 25, 2006

	
631,750,000

	
6.58867


	
August 25, 2006

	
631,750,000

	
6.37613


	
September 25, 2006

	
631,750,000

	
6.37613


	
October 25, 2006

	
631,750,000

	
6.58867


	
November 25, 2006

	
631,750,000

	
6.43268


	
December 25, 2006

	
631,750,000

	
7.48126


	
January 25, 2007

	
631,750,000

	
7.23997


	
February 25, 2007

	
631,750,000

	
7.23975


	
March 25, 2007

	
631,750,000

	
8.01519


	
April  25, 2007

	
631,750,000

	
7.23930


	
May 25, 2007

	
631,750,000

	
7.53821


	
June 25, 2007

	
631,750,000

	
8.09431


	
July 25, 2007

	
631,750,000

	
8.36386


	
August 25, 2007

	
631,750,000

	
8.09383


	
September 25, 2007

	
631,750,000

	
8.09331


	
October 25, 2007

	
631,750,000

	
8.36586


	
November 25, 2007

	
631,750,000

	
8.17504


	
December 25, 2007

	
631,750,000

	
9.30292


	
January 25, 2008

	
631,750,000

	
9.00256


	
February 25, 2008

	
631,750,000

	
9.00184


	
March 25, 2008

	
611,613,105

	
9.62178


	
April 25, 2008

	
578,408,549

	
9.00140


	
May 25, 2008

	
546,066,751

	
9.36585


	
June 25, 2008

	
514,573,658

	
9.86453


	
July 25, 2008

	
0

	
0.00000


	
August 25, 2008

	
454,218,459

	
9.86252


	
September 25, 2008

	
425,208,553

	
9.86141


	
October 25, 2008

	
0

	
0.00000


	
November 25,
2008

	
384,479,522

	
9.92373


	
December 25,
2008

	
0

	
0.00000








 









SCHEDULE
III


 


[RESERVED]









SCHEDULE
IV


 


PMI MORTGAGE LOAN
SCHEDULE


 


NOT
APPLICABLE