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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 July
1, 2005


 


 


______________________________


 


 


Long Beach
Mortgage Loan Trust 2005‐WL1


Asset‐Backed Certificates, Series 2005‐WL1


 


 


 


 


                                                                                                                                                           


 








TABLE OF
CONTENTS


 



	
 

	
 

	
Page


	
ARTICLE I

	
DEFINITIONS

	
10


	
Section
1.01

	
Defined
Terms.

	
10


	
Section
1.02

	
Accounting.

	
84


	
Section
1.03

	
Allocation of Certain
Interest Shortfalls.

	
84


	
Section
1.04

	
Rights of the NIMS
Insurer.

	
85


	
ARTICLE II

	
CONVEYANCE OF
MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	
86


	
Section
2.01

	
Conveyance of
Mortgage Loans.

	
86


	
Section
2.02

	
Acceptance of REMIC
I/II‐1 and REMIC III‐1 by the Trustee.

	
89


	
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.

	
90


	
Section
2.04

	
Representations,
Warranties and Covenants of the Master Servicer.

	
93


	
Section
2.05

	
Representations and
Warranties of the Depositor.

	
96


	
Section
2.06

	
Issuance of
Certificates.

	
98


	
Section
2.07

	
Reserved.

	
98


	
Section
2.08

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

	
98


	
ARTICLE
III

	
ADMINISTRATION AND
SERVICING OF THE MORTGAGE LOANS

	
101


	
Section
3.01

	
Master Servicer to
Act as Master Servicer.

	
101


	
Section
3.02

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

	
103


	
Section
3.03

	
Successor
Sub‐Servicers.

	
104


	
Section
3.04

	
Liability of the
Master Servicer.

	
104


	
Section
3.05

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

	
105


	
Section
3.06

	
Assumption or
Termination of Sub‐Servicing Agreements by Trustee.

	
105


	
Section
3.07

	
Collection of Certain
Mortgage Loan Payments.

	
106


	
Section
3.08

	
Sub‐Servicing
Accounts.

	
106


	
Section
3.09

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

	
107


	
Section
3.10

	
Collection Account
and Distribution Account.

	
108


	
Section
3.11

	
Withdrawals from the
Collection Account and Distribution Account.

	
110


	
Section
3.12

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

	
113


	
Section
3.13

	
Reserved.

	
114


	
Section
3.14

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

	
114


	
Section
3.15

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

	
116


	
Section
3.16

	
Realization Upon
Defaulted Mortgage Loans.

	
117


	
Section
3.17

	
Trustee to Cooperate;
Release of Mortgage Files.

	
118


	
Section
3.18

	
Servicing
Compensation.

	
120


	
Section
3.19

	
Reports to the
Trustee; Collection Account Statements.

	
120


	
Section
3.20

	
Statement as to
Compliance.

	
121


	
Section
3.21

	
Independent Public
Accountants’ Servicing Report.

	
121


	
Section
3.22

	
Access to Certain
Documentation.

	
122


	
Section
3.23

	
Title, Management and
Disposition of REO Property.

	
122


	
Section
3.24

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

	
125


	
Section
3.25

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

	
126


	
Section
3.26

	
Reserve
Fund.

	
126


	
Section
3.27

	
Advance
Facility.

	
128


	
Section
3.28

	
PMI Policy; Claims
Under the PMI Policy

	
129


	
Section
3.29

	
Reserved.

	
129


	
Section
3.30

	
Cap
Agreements.

	
129


	
ARTICLE IV

	
FLOW OF
FUNDS

	
130


	
Section
4.01

	
Distributions.

	
130


	
Section
4.02

	
Preference
Claims.

	
151


	
Section
4.03

	
Statements.

	
152


	
Section
4.04

	
Remittance Reports;
Advances.

	
156


	
Section
4.05

	
Distributions on the
REMIC Regular Interests.

	
158


	
Section
4.06

	
Allocation of
Realized Losses.

	
160


	
Section
4.07

	
Compliance with
Withholding Requirements.

	
164


	
Section
4.08

	
Commission
Reporting.

	
164


	
ARTICLE V

	
THE
CERTIFICATES

	
165


	
Section
5.01

	
The
Certificates.

	
165


	
Section
5.02

	
Registration of
Transfer and Exchange of Certificates.

	
167


	
Section
5.03

	
Mutilated, Destroyed,
Lost or Stolen Certificates.

	
172


	
Section
5.04

	
Persons Deemed
Owners.

	
172


	
ARTICLE VI

	
THE MASTER SERVICER
AND THE DEPOSITOR

	
172


	
Section
6.01

	
Liability of the
Master Servicer and the Depositor.

	
172


	
Section
6.02

	
Merger or
Consolidation of the Depositor or the Master Servicer.

	
173


	
Section
6.03

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

	
173


	
Section
6.04

	
Limitation on
Resignation of Master Servicer.

	
174


	
Section
6.05

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

	
175


	
ARTICLE
VII

	
DEFAULT

	
176


	
Section
7.01

	
Master Servicer
Events of Default.

	
176


	
Section
7.02

	
Trustee to Act;
Appointment of Successor.

	
178


	
Section
7.03

	
Notification to
Certificateholders.

	
180


	
Section
7.04

	
Waiver of Master
Servicer Events of Default.

	
180


	
ARTICLE
VIII

	
THE
TRUSTEE

	
181


	
Section
8.01

	
Duties of
Trustee.

	
181


	
Section
8.02

	
Certain Matters
Affecting the Trustee.

	
182


	
Section
8.03

	
Trustee Not Liable
for Certificates or Mortgage Loans.

	
183


	
Section
8.04

	
Trustee May Own
Certificates.

	
184


	
Section
8.05

	
Trustee’s Fees
and Expenses.

	
184


	
Section
8.06

	
Eligibility
Requirements for Trustee.

	
185


	
Section
8.07

	
Resignation or
Removal of Trustee.

	
185


	
Section
8.08

	
Successor
Trustee.

	
186


	
Section
8.09

	
Merger or
Consolidation of Trustee.

	
186


	
Section
8.10

	
Appointment of
Co‐Trustee or Separate Trustee.

	
187


	
Section
8.11

	
Appointment of
Custodians.

	
188


	
Section
8.12

	
Appointment of Office
or Agency.

	
188


	
Section
8.13

	
Representations and
Warranties of the Trustee.

	
189


	
ARTICLE IX

	
TERMINATION

	
189


	
Section
9.01

	
Termination Upon
Purchase or Liquidation of All Mortgage Loans.

	
189


	
Section
9.02

	
Additional
Termination Requirements.

	
193


	
ARTICLE X

	
REMIC
PROVISIONS

	
194


	
Section
10.01

	
REMIC
Administration.

	
194


	
Section
10.02

	
Prohibited
Transactions and Activities.

	
198


	
Section
10.03

	
Trustee, Master
Servicer and Depositor Indemnification.

	
198


	
ARTICLE XI

	
MISCELLANEOUS
PROVISIONS

	
199


	
Section
11.01

	
Amendment.

	
199


	
Section
11.02

	
Recordation of
Agreement; Counterparts.

	
200


	
Section
11.03

	
Limitation on Rights
of Certificateholders.

	
201


	
Section
11.04

	
Governing Law;
Jurisdiction.

	
201


	
Section
11.05

	
Notices.

	
201


	
Section
11.06

	
Severability of
Provisions.

	
202


	
Section
11.07

	
Notice to the Rating
Agencies and the NIMS Insurer.

	
202


	
Section
11.08

	
Article and
Section References.

	
203


	
Section
11.09

	
Third‐Party
Beneficiaries.

	
203


	
Section
11.10

	
Grant of Security
Interest.

	
203


	
 

	
 

	
 







 






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 II‐A4 Certificates


Exhibit
A‐6             Form of Class III‐A1
Certificates


Exhibit
A‐7             Form of Class III‐A2
Certificates


Exhibit
A‐8             Form of Class III‐A3
Certificates


Exhibit
A‐9             Form of Class I/II‐M1
Certificates


Exhibit
A‐10           Form of Class I/II‐M2 Certificates


Exhibit
A‐11           Form of Class I/II‐M3 Certificates


Exhibit
A‐12           Form of Class I/II‐M4 Certificates


Exhibit
A‐13           Form of Class I/II‐M5 Certificates


Exhibit
A‐14           Form of Class I/II‐M6 Certificates


Exhibit
A‐15           Form of Class I/II‐M7 Certificates


Exhibit
A‐16           Form of Class I/II‐M8 Certificates


Exhibit
A‐17           Form of Class I/II‐M9 Certificates


Exhibit
A‐18           Form of Class I/II‐M10 Certificates


Exhibit
A‐19           Form of Class III‐M1 Certificates


Exhibit
A‐20           Form of Class III‐M2 Certificates


Exhibit
A‐21           Form of Class III‐M3 Certificates


Exhibit
A‐22           Form of Class III‐M4 Certificates


Exhibit
A‐23           Form of Class III‐M5 Certificates


Exhibit
A‐24           Form of Class III‐M6 Certificates


Exhibit
A‐25           Form of Class III‐M7 Certificates


Exhibit
A‐26           Form of Class III‐M8 Certificates


Exhibit
A‐27           Form of Class III‐M9 Certificates


Exhibit
A‐28           Form of Class I/II‐B1 Certificates


Exhibit
A‐29           Form of Class I/II‐B2 Certificates


Exhibit
A‐30           Form of Class I/II‐B3 Certificates


Exhibit
A‐31           Form of Class I/II‐B4 Certificates


Exhibit
A‐32           Form of Class III‐B1 Certificates


Exhibit
A‐33           Form of Class III‐B2 Certificates


Exhibit
A‐34           Form of Class III‐B3 Certificates


Exhibit
A‐35           Form of Class I/II‐C Certificates


Exhibit
A‐36           Form of Class III‐C Certificates


Exhibit
A‐37           Form of Class I/II‐P Certificates


Exhibit
A‐38           Form of Class III‐P Certificates


Exhibit
A‐39           Form of Class R Certificates


Exhibit
A‐40           Form of Class R‐CX Certificates


Exhibit
A‐41           Form of Class R‐PX Certificates


Exhibit
B‐1             Form of Group I/II Cap Agreement


Exhibit
B‐2             Form of Group III Cap Agreement


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 Certificate Transferor
Certificate


Exhibit
J‐1B           Form of Class B 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 July
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 forty‐one 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 II‐A4 Certificates, (vi) the Class III‐A1 Certificates, (vii) the Class III‐A2 Certificates, (viii)
the Class III‐A3 Certificates, (ix) the Class I/II‐M1 Certificates, (x) the Class I/II‐M2 Certificates, (xi) the
Class I/II‐M3 Certificates, (xii) the Class I/II‐M4 Certificates, (xiii) the Class I/II‐M5 Certificates, (xiv)
the Class I/II‐M6 Certificates, (xv) the Class I/II‐M7 Certificates, (xvi) the Class I/II‐M8 Certificates, (xvii)
the Class I/II‐M9 Certificates, (xviii) the Class I/II‐M10 Certificates, (xiv) the Class III‐M1 Certificates,
(xv) the Class III‐M2 Certificates, (xvi) the Class III‐M3 Certificates, (xvii) the Class III‐M4 Certificates,
(xviii) the Class III‐M5 Certificates, (xxix) the Class III‐M6 Certificates, (xxx) the Class III‐M7 Certificates,
(xxxi) the Class III‐M8 Certificates, (xxxii) the Class III‐M9 Certificates, (xxxiii) the Class I/II‐B1
Certificates, (xxix) the Class I/II‐B2 Certificates, (xxx) the Class I/II‐B3 Certificates, (xxxi) the Class
I/II‐B4 Certificates, (xxxii) the Class III‐B1 Certificates, (xxxiii) the Class III‐B2 Certificates, (xxxiv) the
Class III‐B3 Certificates, (xxxv) the Class I/II‐C Certificates, (xxxvi) the Class III‐C Certificates, (xxxvii)
the Class I/II‐P Certificates, (xxxviii) the Class III‐P Certificates, (xxxix) the Class R Certificates, (xxxx) the
Class R‐CX Certificates and (xxxxi) the Class R‐PX Certificates.


 








REMIC I/II‐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 I/II‐1.”  The Class I/II-1R
Interest will represent the sole class of “residual interests” in REMIC I/II‐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 I/II‐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 I/II‐1 Regular Interests.  None of the REMIC I/II‐1 Regular Interests will be certificated.



	

Designation REMIC I/II Regular Interest:



	

Initial Uncertificated

 Principal Balance



	

Uncertificated

 REMIC I/II‐1

 Pass‐Through

 Rate



	





 Assumed Final

 Maturity Date1




	
AA

	
$2,727,960,392.22

	
Variable2

	
June,
2035


	
IA1

	
$13,217,810.00

	
Variable2

	
June,
2035


	
IIA1

	
$3,910,000.00

	
Variable2

	
June,
2035


	
IIA2

	
$1,252,000.00

	
Variable2

	
June,
2035


	
IIA3

	
$1,508,500.00

	
Variable2

	
June,
2035


	
IIA4

	
$808,010.00

	
Variable2

	
June,
2035


	
M1

	
$1,475,330.00

	
Variable2

	
June,
2035


	
M2

	
$1,391,820.00

	
Variable2

	
June,
2035


	
M3

	
$403,630.00

	
Variable2

	
June,
2035


	
M4

	
$654,150.00

	
Variable2

	
June,
2035


	
M5

	
$431,460.00

	
Variable2

	
June,
2035


	
M6

	
$375,790.00

	
Variable2

	
June,
2035


	
M7

	
$417,540.00

	
Variable2

	
June,
2035


	
M8

	
$334,040.00

	
Variable2

	
June,
2035


	
M9

	
$278,360.00

	
Variable2

	
June,
2035


	
M10

	
$194,850.00

	
Variable2

	
June,
2035


	
B1

	
$278,360.00

	
Variable2

	
June,
2035


	
B2

	
$375,790.00

	
Variable2

	
June,
2035


	
B3

	
$264,450.00

	
Variable2

	
June,
2035


	
B4

	
$125,260.00

	
Variable2

	
June,
2035


	
ZZ

	
$27,975,511.07

	
Variable2

	
June,
2035


	
P

	
$100.00

	
Variable2

	
June,
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 I/II‐1 Regular Interest.


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


 








REMIC
I/II‐2


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the REMIC I/II‐1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC I/II‐2.” The Class I/II‐R2
Interest represents the sole class of “residual interests” in REMIC I/II‐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 I/II‐2 and each class of uncertificated “regular
interests” in REMIC I/II‐2:



	






 Class Designation



	

Original Class

 Certificate Principal

 Balance



	




 Pass‐Through

 Rate



	

  Assumed

Final

Maturity Date1




	
I-A1

	
$1,321,781,000.00

	
Variable2

	
June,
2035


	
II-A1

	
$391,000,000.00

	
Variable2

	
June,
2035


	
II-A2

	
$125,200,000.00

	
Variable2

	
June,
2035


	
II-A3

	
$150,850,000.00

	
Variable2

	
June,
2035


	
II-A4

	
$80,801,000.00

	
Variable2

	
June,
2035


	
I/II-M1

	
$147,533,000.00

	
Variable2

	
June,
2035


	
I/II-M2

	
$139,182,000.00

	
Variable2

	
June,
2035


	
I/II-M3

	
$40,363,000.00

	
Variable2

	
June,
2035


	
I/II-M4

	
$65,415,000.00

	
Variable2

	
June,
2035


	
I/II-M5

	
$43,146,000.00

	
Variable2

	
June,
2035


	
I/II-M6

	
$37,579,000.00

	
Variable2

	
June,
2035


	
I/II-M7

	
$41,754,000.00

	
Variable2

	
June,
2035


	
I/II-M8

	
$33,404,000.00

	
Variable2

	
June,
2035


	
I/II-M9

	
$27,836,000.00

	
Variable2

	
June,
2035


	
I/II-M10

	
$19,485,000.00

	
Variable2

	
June,
2035


	
I/II-B1

	
$27,836,000.00

	
Variable2

	
June,
2035


	
I/II-B2

	
$37,579,000.00

	
Variable2

	
June,
2035


	
I/II-B3

	
$26,445,000.00

	
Variable2

	
June,
2035


	
I/II-B4

	
$12,526,000.00

	
Variable2

	
June,
2035


	
I/II-C
Interest3

	
$13,918,053.29

	
Variable2

	
June,
2035


	
I/II-P
Interest

	
$100.00

	
N/A4

	
June,
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 I/II‐2.


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


3          The Class I/II‐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 I/II‐1 Regular Interests.  The Class I/II‐C
Interest will not accrue interest on its Uncertificated Principal Balance.


4          The Class I/II‐P Interest will not
accrue interest.


 








REMIC I/II‐CX


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the Class I/II‐C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC I/II‐CX.”  The Class I/II‐CXR Interest
will represent the sole class of “residual interests” in REMIC I/II‐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 I/II‐CX Regular
Interests.



	



 Designation



	

Uncertificated REMIC CX

 Pass‐Through Rate



	

Initial Uncertificated

 Principal Balance



	

Assumed Final

 Maturity Date1




	
Class I/II‐C

	
Variable2

	
$13,918,053.29

	
June, 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 I/II‐CX Regular Interest.


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


 








REMIC I/II‐PX


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the Class I/II‐P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC I/II‐PX.”  The Class I/II‐PXR Interest
will represent the sole class of “residual interests” in REMIC I/II‐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 I/II‐PX Regular
Interests.



	

Designation



	

Uncertificated
REMIC PX

 Pass‐Through Rate



	

Initial
Uncertificated

 Principal Balance



	

Assumed
Final

 Maturity Date1




	
Class I/II‐P

	
N/A2

	
$100.00

	
June 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 I/II‐PX Regular Interest.


2       The Class I/II‐P Certificates will not
accrue interest.


 








REMIC III‐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 III‐1.”  The Class III-1R Interest
will represent the sole class of “residual interests” in REMIC III‐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 III‐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
III‐1 Regular Interests.  None of the REMIC III‐1 Regular Interests will be certificated.



	

Designation REMIC III Regular Interest:



	

Initial Uncertificated

 Principal Balance



	

Uncertificated

 REMIC III‐1

 Pass‐Through

 Rate



	





 Assumed Final

 Maturity Date1




	
AA

	
$181,423,222.73

	
Variable2

	
June,
2045


	
A1

	
$888,000.00

	
Variable2

	
June,
2045


	
A2

	
$323,800.00

	
Variable2

	
June,
2045


	
A3

	
$243,300.00

	
Variable2

	
June,
2045


	
M1

	
$118,480.00

	
Variable2

	
June,
2045


	
M2

	
$36,100.00

	
Variable2

	
June,
2045


	
M3

	
$61,090.00

	
Variable2

	
June,
2045


	
M4

	
$27,770.00

	
Variable2

	
June,
2045


	
M5

	
$22,220.00

	
Variable2

	
June,
2045


	
M6

	
$18,510.00

	
Variable2

	
June,
2045


	
M7

	
$18,510.00

	
Variable2

	
June,
2045


	
M8

	
$18,510.00

	
Variable2

	
June,
2045


	
M9

	
$13,880.00

	
Variable2

	
June,
2045


	
B1

	
$18,510.00

	
Variable2

	
June,
2045


	
B2

	
$14,810.00

	
Variable2

	
June,
2045


	
B3

	
$12,960.00

	
Variable2

	
June,
2045


	
ZZ

	
$1,866,064.75

	
Variable2

	
June,
2045


	
P

	
$100.00

	
Variable2

	
June,
2045







________________________


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 III‐1 Regular Interest.


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


 








REMIC
III‐2


 


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



	






 Class Designation



	

Original Class

 Certificate Principal

 Balance



	




 Pass‐Through

 Rate



	

  Assumed Final

Maturity

Date1




	
III-A1

	
$88,800,000.00

	
Variable2

	
June,
2045


	
III-A2

	
$32,380,000.00

	
Variable2

	
June,
2045


	
III-A3

	
$24,330,000.00

	
Variable2

	
June,
2045


	
III-M1

	
$11,848,000.00

	
Variable2

	
June,
2045


	
III-M2

	
$3,610,000.00

	
Variable2

	
June,
2045


	
III-M3

	
$6,109,000.00

	
Variable2

	
June,
2045


	
III-M4

	
$2,777,000.00

	
Variable2

	
June,
2045


	
III-M5

	
$2,222,000.00

	
Variable2

	
June,
2045


	
III-M6

	
$1,851,000.00

	
Variable2

	
June,
2045


	
III-M7

	
$1,851,000.00

	
Variable2

	
June,
2045


	
III-M8

	
$1,851,000.00

	
Variable2

	
June,
2045


	
III-M9

	
$1,388,000.00

	
Variable2

	
June,
2045


	
III-B1

	
$1,851,000.00

	
Variable2

	
June,
2045


	
III-B2

	
$1,481,000.00

	
Variable2

	
June,
2045


	
III-B3

	
$1,296,000.00

	
Variable2

	
June,
2045


	
Class III-C
Interest3

	
$1,480,737.48

	
Variable2

	
June,
2045


	
Class III-P
Interest

	
$100.00

	
Variable2

	
June,
2045







___________________


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 III‐2.


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


3          The Class III‐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 III‐1 Regular Interests.  The Class III‐C Interest
will not accrue interest on its Uncertificated Principal Balance.


4          The Class III‐P Interest will not
accrue interest.








REMIC III‐CX


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



	



 Designation



	

Uncertificated REMIC CX

 Pass‐Through Rate



	

Initial Uncertificated

 Principal Balance



	

Assumed Final

 Maturity Date1




	
Class III‐C

	
Variable2

	
$1,480,737.48

	
June, 2045







_________________________


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 III‐CX Regular Interest.


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


 








REMIC III‐PX


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



	

Designation



	

Uncertificated
REMIC PX

 Pass‐Through Rate



	

Initial
Uncertificated

 Principal Balance



	

Assumed
Final

 Maturity Date1




	
Class III‐P

	
N/A2

	
$100.00

	
June 2045







_________________________


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 III‐PX Regular Interest.


2       The Class III‐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 I/II‐1 Regular Interests, REMIC III‐1 Regular Interests, Class I/II‐C
Interest and the Class III‐C Interests, and each Distribution Date, the calendar month prior to the month of such
Distribution Date. With respect to the Group I/II Certificates and the Group III 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”:  Group I/II
Available Funds and Group III Available Funds.


“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 Group I/II Certificates and the Group III 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 Group
I/II Cap Agreement and the Group III Cap Agreement.


“Cap Provider”:  The Bank of New
York.


“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 Group I/II Optional Termination
Date, 0.24% per annum and (B) after the Group I/II Optional Termination Date, 0.48% per annum.  With respect to the Class
II‐A1 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.11% per
annum and (B) after the Group I/II Optional Termination Date, 0.22% per annum.  With respect to the Class II‐A2
Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.17% per annum and
(B) after the Group I/II Optional Termination Date, 0.54% per annum.  With respect to the Class II‐A3 Certificates
on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.27% per annum and (B) after the
Group I/II Optional Termination Date, 0.34% per annum.  With respect to the Class II‐A4 Certificates on each
Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.40% per annum and (B) after the Group I/II
Optional Termination Date, 0.80% per annum.  With respect to the Class I/II‐M1 Certificates on each Distribution Date
(A) on or prior to the Group I/II Optional Termination Date, 0.50% per annum and (B) after the Group I/II Optional
Termination Date, 0.75% per annum.  With respect to the Class I/II‐M2 Certificates on each Distribution Date (A) on
or prior to the Group I/II Optional Termination Date, 0.55% per annum and (B) after the Group I/II Optional Termination Date,
0.825% per annum.  With respect to the Class I/II‐M3 Certificates on each Distribution Date (A) on or prior to the
Group I/II Optional Termination Date, 0.60% per annum and (B) after the Group I/II Optional Termination Date, 0.90% per
annum.  With respect to the Class I/II‐M4 Certificates on each Distribution Date (A) on or prior to the Group I/II
Optional Termination Date, 0.70% per annum and (B) after the Group I/II Optional Termination Date, 1.05% per annum.  With
respect to the Class I/II‐M5 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional
Termination Date, 0.75% per annum and (B) after the Group I/II Optional Termination Date, 1.125% per annum.  With respect
to the Class I/II‐M6 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date,
0.80% per annum and (B) after the Group I/II Optional Termination Date, 1.20% per annum.  With respect to the Class
I/II‐M7 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 1.40% per
annum and (B) after the Group I/II Optional Termination Date, 2.10% per annum.  With respect to the Class I/II‐M8
Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 1.50% per annum and
(B) after the Group I/II Optional Termination Date, 2.25% per annum.  With respect to the Class I/II‐M9
Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.00% per annum and
(B) after the Group I/II Optional Termination Date, 3.00% per annum.  With respect to the Class I/II M-10 Certificates on
each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.75% per annum and (B) after the Group I/II
Optional Termination Date, 4.125% per annum.  With respect to the Class I/II‐B1 Certificates on each Distribution Date
(A) on or prior to the Group I/II Optional Termination Date, 2.75% per annum and (B) after the Group I/II Optional
Termination Date, 4.125% per annum.  With respect to the Class I/II‐B2 Certificates on each Distribution Date (A) on or
prior to the Group I/II Optional Termination Date, 2.50% per annum and (B) after the Group I/II Optional Termination Date, 3.75%
per annum.  With respect to the Class I/II-B3 Certificates on each Distribution Date (A) on or prior to the Group I/II
Optional Termination Date, 2.25% per annum and (B) after the Group I/II Optional Termination Date, 3.375% per annum.  With
respect to the Class I/II-B4 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date,
2.25% per annum and (B) after the Group I/II Optional Termination Date, 3.375% per annum. With respect to the Class III-A1
Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.10% per annum and (B) after
the Group III Optional Termination Date, 0.20% per annum.  With respect to the Class III-A2 Certificates on each Distribution
Date (A) on or prior to the Group III Optional Termination Date, 0.24% per annum and (B) after the Group III Optional Termination
Date, 0.48% per annum.  With respect to the Class III-A3 Certificates on each Distribution Date (A) on or prior to the Group
III Optional Termination Date, 0.36% per annum and (B) after the Group III Optional Termination Date, 0.72% per annum.  With
respect to the Class III-M1 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date,
0.48% per annum and (B) after the Group III Optional Termination Date, 0.72% per annum.  With respect to the Class III-M2
Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.52% per annum and (B) after
the Group III Optional Termination Date, 0.78% per annum. With respect to the Class III-M3 Certificates on each Distribution Date
(A) on or prior to the Group III Optional Termination Date, 0.65% per annum and (B) after the Group III Optional Termination Date,
0.975% per annum. With respect to the Class III-M4 Certificates on each Distribution Date (A) on or prior to the Group III Optional
Termination Date, 0.70% per annum and (B) after the Group III Optional Termination Date, 1.05% per annum. With respect to the Class
III-M5 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 1.25% per annum and (B)
after the Group III Optional Termination Date, 1.875% per annum. With respect to the Class III-M6 Certificates on each Distribution
Date (A) on or prior to the Group III Optional Termination Date, 1.40% per annum and (B) after the Group III Optional Termination
Date, 2.10% per annum. With respect to the Class III-M7 Certificates on each Distribution Date (A) on or prior to the Group III
Optional Termination Date, 1.90% per annum and (B) after the Group III Optional Termination Date, 2.85% per annum.  With
respect to the Class III-M8 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date,
2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum.  With respect to the Class III-M9
Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after
the Group III Optional Termination Date, 4.125% per annum.  With respect to the Class III-B1 Certificates on each Distribution
Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination
Date, 4.125% per annum.  With respect to the Class III-B2 Certificates on each Distribution Date (A) on or prior to the Group
III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum.  With
respect to the Class III-B3 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date,
2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% 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 I/II‐C Certificates as of any date of
determination, an amount equal to the Uncertificated Principal Balance of the Class I/II‐C Interest.  With respect to
any Class III-C Certificates as of any date of determination, an amount equal to the Uncertificated Principal Balance of the Class
III‐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 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 I/II‐2.


“Class I/II-1R Interest”:  The
Residual Interest in REMIC I/II-1.


“Class I/II-2R Interest”:  The
Residual Interest in REMIC I/II-2.


“Class I/II-B Certificates”: The
Class I/II‐B1 Certificates, the Class I/II‐B2 Certificates, the Class I/II‐B3 Certificates and the Class I/II-B4
Certificates.


“Class I/II‐B1
Certificate”:  Any one of the Class I/II‐B1 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐28 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 I/II-2.


“Class I/II‐B1 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐B1 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking
into account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates (after taking into account the payment of the Class
I/II‐M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the
Class I/II‐M8 Certificates (after taking into account the payment of the Class I/II‐M8 Principal Distribution Amount on
such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II‐M9 Certificates (after taking into
account the payment of the Class I/II‐M9 Principal Distribution Amount on such Distribution Date) and (xi) the aggregate
Certificate Principal Balance of the Class I/II‐M10 Certificates (after taking into account the payment of the Class
II‐M10 Principal Distribution Amount on such Distribution Date); (xii) the aggregate Certificate Principal Balance of the
Class I/II-B1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i)
93.50% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐B2
Certificate”:  Any one of the Class I/II‐B2 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐29 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 I/II-2.


“Class I/II‐B2 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐B2 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking
into account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates (after taking into account the payment of the Class
I/II‐M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the
Class I/II‐M8 Certificates (after taking into account the payment of the Class I/II‐M8 Principal Distribution Amount on
such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II‐M9 Certificates (after taking into
account the payment of the Class I/II‐M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate
Certificate Principal Balance of the Class I/II-M10 Certificates (after taking into account the payment of the Class I/II-M10
Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the Class
I/II‐B1 Certificates (after taking into account the payment of the Class I/II‐B1 Principal Distribution Amount on such
Distribution Date) and (xiii) the aggregate Certificate Principal Balance of the Class I/II‐B2 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal
Balance of the Group I/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 I/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
the Group I/II Overcollateralization Floor.


“Class I/II‐B3
Certificate”:  Any one of the Class I/II‐B3 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐30 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 I/II-2.


“Class I/II‐B3 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class I/II‐B3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of
(i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the
Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the
Class I/II‐M1 Certificates (after taking into account the payment of the Class I/II‐M1 Principal Distribution Amount on
such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II‐M2 Certificates (after taking
into account the payment of the Class I/II‐M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class I/II‐M3 Certificates (after taking into account the payment of the Class
I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the
Class I/II‐M4 Certificates (after taking into account the payment of the Class I/II‐M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II‐M5 Certificates (after taking
into account the payment of the Class I/II‐M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking into account the payment of the Class
I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the
Class I/II‐M7 Certificates (after taking into account the payment of the Class I/II‐M7 Principal Distribution Amount on
such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II‐M8 Certificates (after taking
into account the payment of the Class I/II‐M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate
Certificate Principal Balance of the Class I/II‐M9 Certificates (after taking into account the payment of the Class
I/II‐M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the
Class I/II‐M10 Certificates (after taking into account the payment of the Class I/II‐M10 Principal Distribution Amount
on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the Class I/II‐B1 Certificates (after taking
into account the payment of the Class I/II‐B1 Principal Distribution Amount on such Distribution Date), (xiii) the aggregate
Certificate Principal Balance of the Class I/II‐B2 Certificates (after taking into account the payment of the Class
I/II‐B2 Principal Distribution Amount on such Distribution Date), and (xiv) the aggregate Certificate Principal Balance of
the Class I/II‐B3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i)
98.10% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐B4
Certificate”:  Any one of the Class I/II‐B4 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐31 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 I/II-2.


“Class I/II‐B4 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Class I/II‐B4 Certificates immediately prior to such Distribution Date and (II) the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the
payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal
Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class I/II‐M1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II‐M2
Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after taking into account the
payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate
Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class I/II‐M4
Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class
I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on such
Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking into
account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates (after taking into account the payment of the Class
I/II‐M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the
Class I/II‐M8 Certificates (after taking into account the payment of the Class I/II‐M8 Principal Distribution Amount on
such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II‐M9 Certificates (after taking into
account the payment of the Class I/II‐M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate
Certificate Principal Balance of the Class I/II‐M10 Certificates (after taking into account the payment of the Class
I/II‐M10 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the
Class I/II‐B1 Certificates (after taking into account the payment of the Class I/II‐B1 Principal Distribution Amount on
such Distribution Date), (xiii) the aggregate Certificate Principal Balance of the Class I/II‐B2 Certificates (after taking
into account the payment of the Class I/II‐B2 Principal Distribution Amount on such Distribution Date), (xiv) the aggregate
Certificate Principal Balance of the Class I/II‐B3 Certificates (after taking into account the payment of the Class
I/II‐B3 Principal Distribution Amount on such Distribution Date), and (xv) the aggregate Certificate Principal Balance of the
Class I/II‐B4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 99.00%
and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II-C Certificate”:  Any
one of the Class I/II-C Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐35, 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 I/II-CX.


“Class I/II-C Interest” An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II‐2 for purposes of the REMIC
Provisions.


“Class I/II‐CXR
Interest”:  The Residual Interest in REMIC I/II-CX.


“Class I/II‐M1
Certificate”:  Any one of the Class I/II‐M1 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 I/II-2.


“Class I/II‐M1 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Class I/II‐M1 Certificates immediately prior to such Distribution Date and (II) the excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account
the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate
Certificate Principal Balance of the Class I/II‐M1 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 59.30% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II
Overcollateralization Floor.


“Class I/II‐M2
Certificate”:  Any one of the Class I/II‐M2 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 I/II-2.


“Class I/II‐M2 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M2 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Principal Balance
of the Class I/II‐M2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 69.30% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization
Floor.


“Class I/II‐M3
Certificate”:  Any one of the Class I/II‐M3 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 I/II-2.


“Class I/II‐M3 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M3 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date) and (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 72.20% and (ii) the aggregate
Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐M4
Certificate”:  Any one of the Class I/II‐M4 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 I/II-2.


“Class I/II‐M4 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M4 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), and
(v) the aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 76.90% and (ii) the aggregate Stated Principal Balance of the Group
I/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 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 Group I/II
Overcollateralization Floor.


“Class I/II‐M5
Certificate”:  Any one of the Class I/II‐M5 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 I/II-2.


“Class I/II‐M5 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M5 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of
(i) 80.00% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐M6
Certificate”:  Any one of the Class I/II‐M6 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 I/II-2.


“Class I/II‐M6 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M6 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 82.70% and (ii) the aggregate Stated
Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐M7
Certificate”:  Any one of the Class I/II‐M7 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 I/II-2.


“Class I/II‐M7 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking
into account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date) and (viii) the
aggregate Certificate Principal Balance of the Class I/II‐M7 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 85.70% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II
Overcollateralization Floor.


“Class I/II‐M8
Certificate”:  Any one of the Class I/II‐M8 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 I/II-2.


“Class I/II‐M8 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M8 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking
into account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates (after taking into account the payment of the Class
I/II‐M7 Principal Distribution Amount on such Distribution Date) and (ix) the aggregate Certificate Principal Balance of the
Class I/II‐M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of
(i) 88.10% and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐M9
Certificate”:  Any one of the Class I/II‐M9 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 I/II-2.


“Class I/II‐M9 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class I/II‐M9 Certificates immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after
taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class I/II‐M1 Certificates (after taking into account the payment of the Class
I/II‐M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of
the Class I/II‐M2 Certificates (after taking into account the payment of the Class I/II‐M2 Principal Distribution
Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II‐M3 Certificates (after
taking into account the payment of the Class I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class I/II‐M4 Certificates (after taking into account the payment of the Class
I/II‐M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the
Class I/II‐M5 Certificates (after taking into account the payment of the Class I/II‐M5 Principal Distribution Amount on
such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking
into account the payment of the Class I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class I/II‐M7 Certificates (after taking into account the payment of the Class
I/II‐M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the
Class I/II‐M8 Certificates (after taking into account the payment of the Class I/II‐M8 Principal Distribution Amount on
such Distribution Date) and (x) the aggregate Certificate Principal Balance of the Class I/II‐M9 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.10% and (ii) the aggregate Stated
Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐M10
Certificate”:  Any one of the Class I/II‐M10 Certificates as designated on the face thereof substantially in
the form annexed hereto as Exhibit A‐18 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 I/II-2.


“Class I/II‐M10 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class I/II‐M10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of
(i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the
Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the
Class I/II‐M1 Certificates (after taking into account the payment of the Class I/II‐M1 Principal Distribution Amount on
such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II‐M2 Certificates (after taking
into account the payment of the Class I/II‐M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class I/II‐M3 Certificates (after taking into account the payment of the Class
I/II‐M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the
Class I/II‐M4 Certificates (after taking into account the payment of the Class I/II‐M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II‐M5 Certificates (after taking
into account the payment of the Class I/II‐M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class I/II‐M6 Certificates (after taking into account the payment of the Class
I/II‐M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the
Class I/II‐M7 Certificates (after taking into account the payment of the Class I/II‐M7 Principal Distribution Amount on
such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II‐M8 Certificates (after taking
into account the payment of the Class I/II‐M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate
Certificate Principal Balance of the Class I/II‐M9 Certificates (after taking into account the payment of the Class
I/II‐M9 Principal Distribution Amount on such Distribution Date), and (xi) the aggregate Certificate Principal Balance of the
Class I/II‐M10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.50%
and (ii) the aggregate Stated Principal Balance of the Group I/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 I/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 the Group I/II Overcollateralization Floor.


“Class I/II‐P
Certificate”:  Any one of the Class I/II‐P Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐37, 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 I/II‐PX.


“Class I/II-P Interest” An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC
Provisions.


“Class I/II‐PXR
Interest”:  The Residual Interest in REMIC I/II-PX.


“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 I/II‐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 I/II‐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 I/II‐2.


“Class II‐A4
Certificate”:  Any one of the Class II‐A4 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 I/II‐2.


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


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


“Class III-B Certificates”: The Class
III‐B1 Certificates, the Class III‐B2 Certificates and the Class III-B3 Certificates.


“Class III‐B1
Certificate”:  Any one of the Class III‐B1 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐32 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 III-2.


“Class III-B1 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-B1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into
account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate
Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal
Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates
(after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), (x) the
aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the Class III-M9
Principal Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate Principal Balance of the Class III-B1
Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 95.40% and (ii) the
aggregate Stated Principal Balance of the Group III 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
III 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 Group III Overcollateralization Floor.


“Class III‐B2
Certificate”:  Any one of the Class III‐B2 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐33 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 III-2.


“Class III-B2 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Class III-B2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of
the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account
the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal
Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount
on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into
account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate
Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates
(after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7
Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8
Certificates (after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date),
(x) the aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the
Class III-M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the
Class III-B1 Certificates (after taking into account the payment of the Class III-B1 Principal Distribution Amount on such
Distribution Date), and (xii) the aggregate Certificate Principal Balance of the Class III-B2 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and (ii) the aggregate Stated Principal Balance of the
Group III 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 III 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 Group III
Overcollateralization Floor.


“Class III‐B3
Certificate”:  Any one of the Class III‐B3 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐34 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 III-2.


“Class III-B3 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-B3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into
account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate
Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal
Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates
(after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), (x) the
aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the Class III-M9
Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class III-B1
Certificates (after taking into account the payment of the Class III-B1 Principal Distribution Amount on such Distribution Date),
(xii) the aggregate Certificate Principal Balance of the Class III-B2 Certificates (after taking into account the payment of the
Class III-B2 Principal Distribution Amount on such Distribution Date), and (xiii) the aggregate Certificate Principal Balance of
the Class III-B3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.40% and
(ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Class III-C Certificate”:  Any
one of the Class III-C Certificates as designated on the face thereof substantially in the form annexed hereto as
Exhibit A‐36, 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 III-CX.


“Class III-C Interest”:  An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III‐2 for the purposes of the REMIC
Provisions.


“Class III‐CXR Interest”: 
The Residual Interest in REMIC III-CX.


“Class III‐M1
Certificate”:  Any one of the Class III‐M1 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐19 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 III-2.


“Class III-M1 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the
Class III-M1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 70.00% and (ii)
the aggregate Stated Principal Balance of the Group III 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
III 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 Group III Overcollateralization Floor.


“Class III‐M2
Certificate”:  Any one of the Class III‐M2 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐20 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 III-2.


“Class III-M2 Principal Distribution
Amount”: With respect to any Distribution Date,  the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Class III-M2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of
the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such
Distribution Date) and (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 73.90% and (ii) the aggregate Stated Principal Balance of the Group
III 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 III 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 Group III
Overcollateralization Floor.


“Class III‐M3
Certificate”:  Any one of the Class III‐M3 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐21 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 III-2.


“Class III-M3 Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Class III-M3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of
the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account
the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date) and (iv) the aggregate Certificate
Principal Balance of the Class III-M3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 80.50% and (ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Class III‐M4
Certificate”:  Any one of the Class III‐M4 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐22 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 III-2.


“Class III-M4 Principal Distribution
Amount”: With respect to any Distribution Date: the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), and (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 83.50% and (ii) the aggregate Stated Principal Balance of the Group
III 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 III 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 Group III
Overcollateralization Floor.


“Class III‐M5
Certificate”:  Any one of the Class III‐M5 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐23 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 III-2.


“Class III-M5 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i)
85.90% and (ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Class III‐M6
Certificate”:  Any one of the Class III‐M6 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐24 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 III-2.


“Class III-M6 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 87.90% and (ii) the aggregate Stated Principal Balance of
the Group III 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 III 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 Group III
Overcollateralization Floor.


“Class III‐M7
Certificate”:  Any one of the Class III‐M7 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐25 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 III-2.


“Class III-M7 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into
account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date) and (viii) the aggregate
Certificate Principal Balance of the Class III-M7 Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 89.90% and (ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Class III‐M8
Certificate”:  Any one of the Class III‐M8 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐26 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 III-2.


“Class III-M8 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into
account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate
Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal
Distribution Amount on such Distribution Date), and (ix) the aggregate Certificate Principal Balance of the Class III-M8
Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.90% and (ii) the
aggregate Stated Principal Balance of the Group III 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
III 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 Group III Overcollateralization Floor.


“Class III‐M9
Certificate”:  Any one of the Class III‐M9 Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A‐27 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 III-2.


“Class III-M9 Principal Distribution
Amount”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal
Balance of the Class III-M9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group
III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class
III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of
the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the
Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the
payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount
on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into
account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate
Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal
Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates
(after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), and (x) the
aggregate Certificate Principal Balance of the Class III-M9 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 93.40% and (ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Class III-P Interest” An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for purposes of the REMIC
Provisions.


“Class III-PXR Interest”:  The
Residual Interest in REMIC III-PX.


“Class A Certificates”:  The
Group I Senior Certificates, the Group II Senior Certificates and the Group III Senior Certificates.


“Class B Certificates”:  The
Class I/II‐B Certificates and the Class III‐B Certificates.


“Class C Certificates”:  The
Class I/II‐C Certificates and the Class III‐C Certificates.


“Class C Interests”:  The Class
I/II‐C Interest and the Class III‐C Interest.


“Class P Certificates”:  The
Class I/II‐P Certificates and the Class III‐P Certificates.


“Class P Interests”:  The Class
I/II‐P Interest and the Class III‐P Interest.


“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‐39,
executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II‐1R Interest, the Class
I/II‐2R Interest, the Class III‐1R Interest and the Class III‐2R Interest.


“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‐40, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II‐CXR
Interest and the Class III-CXR Interest.


“Class R‐CX Interests”: 
The Class I/II-CXR Interest and the Class III-CXR Interest.


“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‐41, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II‐PXR
Interest and Class III‐PXR Interest.


“Class R‐PX Interests”: 
The Class I/II‐PXR Interest and the Class III‐PXR Interest.


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


“Closing Date”:  July 15,
2005.


“Closing Date Mortgage Loans”: 
The Group I Closing Date Mortgage Loans, the Group II Closing Date Mortgage Loans and the Group III 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‐WL1, Asset‐Backed Certificates, Series 2005‐WL1” 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”: 
As shown on the following chart:


	
REMIC Regular Interest

	
Corresponding Certificate


	
REMIC I/II-1 Regular Interest IA1

	
Class I-A1 Certificates


	
REMIC I/II-1 Regular Interest IIA1

	
Class II-A1 Certificates


	
REMIC I/II-1 Regular Interest IIA2

	
Class II-A2 Certificates


	
REMIC I/II-1 Regular Interest IIA3

	
Class II-A3 Certificates


	
REMIC I/II-1 Regular Interest IIA4

	
Class II-A4 Certificates


	
REMIC I/II-1 Regular Interest M1

	
Class I/II-M1 Certificates


	
REMIC I/II-1 Regular Interest M2

	
Class I/II-M2 Certificates


	
REMIC I/II-1 Regular Interest M3

	
Class I/II-M3 Certificates


	
REMIC I/II-1 Regular Interest M4

	
Class I/II-M4 Certificates


	
REMIC I/II-1 Regular Interest M5

	
Class I/II-M5 Certificates


	
REMIC I/II-1 Regular Interest M6

	
Class I/II-M6 Certificates


	
REMIC I/II-1 Regular Interest M7

	
Class I/II-M7 Certificates


	
REMIC I/II-1 Regular Interest M8

	
Class I/II-M8 Certificates


	
REMIC I/II-1 Regular Interest M9

	
Class I/II-M9 Certificates


	
REMIC I/II-1 Regular Interest M10

	
Class I/II-M10 Certificates


	
REMIC I/II-1 Regular Interest B1

	
Class I/II-B1 Certificates


	
REMIC I/II-1 Regular Interest B2

	
Class I/II-B2 Certificates


	
REMIC I/II-1 Regular Interest B3

	
Class I/II-B3 Certificates


	
REMIC I/II-1 Regular Interest B4

	
Class I/II-B4 Certificates


	
Class I/II-C Interest

	
Class I/II‐C Certificates


	
REMIC I/II-1 Regular Interest P and the Class I/II-P Interest

	
Class I/II-P Certificates


	
REMIC III-1 Regular Interest A1

	
Class III-A1 Certificates


	
REMIC III-1 Regular Interest A2

	
Class III-A2 Certificates


	
REMIC III-1 Regular Interest A3

	
Class III-A3 Certificates


	
REMIC III-1 Regular Interest M1

	
Class III-M1 Certificates


	
REMIC III-1 Regular Interest M2

	
Class III-M2 Certificates


	
REMIC III-1 Regular Interest M3

	
Class III-M3 Certificates


	
REMIC III-1 Regular Interest M4

	
Class III-M4 Certificates


	
REMIC III-1 Regular Interest M5

	
Class III-M5 Certificates


	
REMIC III-1 Regular Interest M6

	
Class III-M6 Certificates


	
REMIC III-1 Regular Interest M7

	
Class III-M7 Certificates


	
REMIC III-1 Regular Interest M8

	
Class III-M8 Certificates


	
REMIC III-1 Regular Interest M9

	
Class III-M9 Certificates


	
REMIC III-1 Regular Interest B1

	
Class III-B1 Certificates


	
REMIC III-1 Regular Interest B2

	
Class III-B2 Certificates


	
REMIC III-1 Regular Interest B3

	
Class III-B3 Certificates


	
Class III-C Interest

	
Class III‐C Certificates


	
REMIC III-1 Regular Interest P and the Class III-P Interest

	
Class III-P Certificates





 


“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, July 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.


“DBRS”:  Dominion Bond Rating
Service, Inc. or its successor in interest.


“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.


“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‐WL1, Asset‐Backed Certificates, Series 2005‐WL1” 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 August 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.


“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 are downgraded by
S&P to a rating lower than A‐2, Washington Mutual Bank 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.


“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 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, 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 $1,777,781,922.72.


“Group I Interest Remittance
Amount”:  With respect to any Distribution Date, that portion of the Group I/II 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”:  With respect to 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 Group
I/II Principal Remittance Amount for such Distribution Date.


“Group I Principal Distribution
Amount”:  With respect to any Distribution Date, the sum of (i) (x) the Group I Principal Remittance Amount
minus (y) the amount of any Group I/II Overcollateralization Release Amount multiplied by the Group I Principal Allocation
Percentage for such Distribution Date, and (ii) the Group I/II 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 all of the Group I/II Mortgage Loans and related
REO Properties are to be purchased in accordance with this Agreement, that portion of the related Termination Price representing
principal with respect to the Group I Mortgage Loans.


“Group I Senior Certificates”: 
The Class I‐A1 Certificates.


“Group I Senior Principal Distribution
Amount”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate
Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date and (II) the excess of
(x) the aggregate Certificate Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 48.70% 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
$8,888,909.61.


“Group I/II 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 Group I/II 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 Group I/II 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 Group I/II
Mortgage Loans, any Master Servicer Prepayment Charge Payment Amount in connection with the Group I/II Mortgage Loans and any
Prepayment Interest Excess with respect to the Group I/II Mortgage Loans), (c) the aggregate of any amounts received in
respect of an REO Property acquired in respect of a Group I/II 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 Group I/II 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
Group I/II 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 Group I/II Mortgage Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts
constituting proceeds of repurchases or substitutions of the Group I/II 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 in respect of the Group
I/II Mortgage Loans or Section 3.12 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 with respect to the Group I/II Mortgage Loans, (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 with respect
to the Group I/II Mortgage Loans, (e) the PMI Insurer Fee payable from the Distribution Account with respect to the Group I/II
Mortgage Loans and (f) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) with respect to the
Group I/II Mortgage Loans which advance the Trustee has determined to be nonrecoverable from the Stayed Funds with respect to the
Group I/II Mortgage Loans in respect of which it was made.


“Group I/II Cap Agreement”:  The
interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated July 15,
2005 between the Trustee 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.


“Group I/II Certificates”: The Class
I‐A1 Certificates, the Class II‐AI Certificates, the Class II‐A2 Certificates, the Class II‐A3
Certificates, the Class II‐A4 Certificates, the Class I/II‐M1 Certificates, the Class I/II‐M2 Certificates, the
Class I/II‐M3 Certificates, the Class I/II‐M4 Certificates, the Class I/II‐M5 Certificates, the Class
I/II‐M6 Certificates, the Class I/II‐M7 Certificates, the Class I/II‐M8 Certificates, the Class I/II‐M9
Certificates, the Class I/II‐M10 Certificates and the Class I/II-B Certificates.


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


“Group I/II 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 Group I/II Subordinate Certificates and the
Uncertificated Principal Balance of the Class I/II‐C Interest, calculated prior to distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount in respect of the Group I/II 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 Group I/II Mortgage Loans, calculated prior to taking into account payments of principal on the Group I/II Mortgage
Loans due on the related Due Date or received during the related Prepayment Period.


“Group I/II Cumulative Loss Trigger
Event”:  A Group I/II Cumulative Loss Trigger Event has occurred with respect to any Distribution Date in or after
August 2007, if the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred (less any Subsequent
Recoveries) with respect to the Group I/II 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 Group I/II Mortgage Loans as of the Cut-Off Date, exceeds the applicable
percentage set forth below for such Distribution Date:


	
Distribution Date Occurring in

	
Group I/II Cumulative Loss Percentage


	
August 2007 through

 July 2008

	
1.50% for the first month, plus an additional 1/12th of 1.75% for each month
thereafter.


	
August 2008 through

 July 2009

	
3.25% for the first month, plus an additional 1/12th of 1.75% for each month
thereafter.


	
August 2009 through

 July 2010

	
5.00% for the first month, plus an additional 1/12th of 1.25% for each month
thereafter.


	

August 2010 through

 July 2011

	
6.25% for the first month, plus an additional 1/12th of 0.75% for each month
thereafter.


	
August 2011 and thereafter

	
7.00% for each month.





 


“Group I/II Delinquency Trigger
Event”:  A Group I/II Delinquency Trigger Event has occurred with respect to a Distribution Date if the percentage
obtained by dividing (x) the aggregate Stated Principal Balance of (i) Group I/II Mortgage Loans Delinquent 60 days or more, (ii)
REO Properties with respect to the Group I/II Mortgage Loans and (iii) Group I/II 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 Group I/II Mortgage Loans, in each case, calculated prior to taking into account payments of principal on
the Group I/II Mortgage Loans due on the related Due Date or received during the related Prepayment Period, exceeds 31.00% of the
Group I/II Credit Enhancement Percentage.


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


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


“Group I/II Mezzanine
Certificates”:  The Class I/II‐M1 Certificates, the Class I/II‐M2 Certificates, the Class I/II‐M3
Certificates, the Class I/II‐M4 Certificates, the Class I/II‐M5 Certificates, the Class I/II‐M6 Certificates, the
Class I/II‐M7 Certificates, the Class I/II‐M8 Certificates, the Class I/II‐M9 Certificates and the Class
I/II‐M10 Certificates.


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


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


“Group I/II Optional Termination
Date”: The first Distribution Date on which the aggregate Stated Principal Balance of the Group I/II Mortgage Loans and
related REO Properties is equal to or less than 10% of the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as
of the Cut-Off Date.


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


“Group I/II Overcollateralization
Floor”:  0.50% of the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-Off
Date.


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


“Group I/II Overcollateralization Target
Amount”:  With respect to any Distribution Date (i) 0.50% of the aggregate Cut-Off Date Principal Balance of
the Group I/II Closing Date Mortgage Loans. 


“Group I/II Overcollateralized
Amount”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Group I/II 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 Group I/II Certificates and the Uncertificated Principal Balance of the Class I/II-P Interest as of such Distribution Date
(after giving effect to distributions of the Group I/II Principal Remittance Amount to be made on such Distribution Date, other
than distributions of the Group I/II Extra Principal Distribution Amount, if any).


“Group I/II 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.


“Group I/II Remaining Principal Distribution
Amount”: With respect to any Distribution Date, an amount equal to the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount remaining after the distributions set forth in Sections 4.01(d)(i) and (ii).


“Group I/II Senior
Certificates”:  The Class I‐A1 Certificates, the Class II‐A1 Certificates, the Class II‐A2
Certificates, the Class II‐A3 Certificates and the Class II‐A4 Certificates.


“Group I/II Senior 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.


“Group I/II Stepdown Date”: The
earlier of (a) the later of (i) the Distribution Date in August 2008 and (ii) the first Distribution Date on which the Group I/II
Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Group I/II
Mortgage Loans due on the related Due Date or received during the related Prepayment Period but prior to distribution of the Group
I Principal Distribution Amount and the Group II Principal Distribution Amount in respect of the Group I/II Certificates then
entitled to distributions of principal on such Distribution Date) is greater than or equal to approximately 51.30% and (b) the date
on which the aggregate Certificate Principal Balance of the Group I/II Senior Certificates has been reduced to zero.


“Group I/II Subordinate
Certificates”: The Group I/II Mezzanine Certificates and the Class I/II‐B Certificates.


“Group I/II Trigger Event”:  A
Group I/II Trigger Event is in effect with respect to any Distribution Date if either a Group I/II Cumulative Loss Trigger Event or
a Group I/II Delinquency Trigger Event is in effect on such Distribution Date.


“Group I/II 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 Group I/II Certificates and the Uncertificated Principal Balance of the Class I/II-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 Group I/II 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).


“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 $1,005,851,230.57.


“Group II Interest Remittance
Amount”:  With respect to any Distribution Date, that portion of the Group I/II 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”:  With respect to 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 Group
I/II 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 Group I/II Overcollateralization Release Amount multiplied by the Group II Principal
Allocation Percentage for such Distribution Date, and (ii) the Group I/II 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 all of the Group I/II Mortgage Loans and
related REO Properties are to be purchased in accordance with this Agreement, that portion of the related Termination Price
representing principal with respect to the Group II Mortgage Loans.


“Group II Senior Certificates”: 
The Class II‐A1 Certificates, the Class II‐A2 Certificates, the Class II‐A3 Certificates and the Class
II‐A4 Certificates.


“Group II Senior Principal Distribution
Amount”:  With respect to any Distribution Date, 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) 48.70% 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
$5,029,256.15.


“Group III 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 Group III 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 Group III 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 Group III
Mortgage Loans, any Master Servicer Prepayment Charge Payment Amount in connection with the Group III Mortgage Loans and any
Prepayment Interest Excess with respect to the Group III Mortgage Loans), (c) the aggregate of any amounts received in respect
of an REO Property acquired in respect of a Group III 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 Group III 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
Group III 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 Group III Mortgage Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts
constituting proceeds of repurchases or substitutions of the Group III 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 in respect of the Group
III Mortgage Loans or Section 3.12 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 with respect to the Group III Mortgage Loans, (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 with respect to the
Group III Mortgage Loans, if applicable, (e) the PMI Insurer Fee payable from the Distribution Account with respect to the Group
III Mortgage Loans, if applicable, and (f) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b)
with respect to the Group III Mortgage Loans which advance the Trustee has determined to be nonrecoverable from the Stayed Funds
with respect to the Group III Mortgage Loans in respect of which it was made.


“Group III Cap Agreement”:  The
interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated July 15,
2005 between the Trustee 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 III Certificates”:  The
Class III-A1 Certificates, the Class III-A2 Certificates, the Class III-A3 Certificates, the Class III-M1 Certificates, the Class
III-M2 Certificates, the Class III-M3 Certificates, the Class III-M4 Certificates, the Class III-M5 Certificates, the Class III-M6
Certificates, the Class III-M7 Certificates, the Class III-M8 Certificates and the Class III-M9 Certificates.


“Group III Closing Date Mortgage
Loans”:  Any of the Group III Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate
Cut-Off Date Principal Balance of the Group III Closing Date Mortgage Loans is equal to $185,125,837.48.


“Group III 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 Group III Subordinate Certificates and the Uncertificated
Principal Balance of the Class III‐C Interest, calculated prior to distribution of the Group I Principal Distribution Amount
and the Group II Principal Distribution Amount in respect of the Group III 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 Group III
Mortgage Loans, calculated prior to taking into account payments of principal on the Group III Mortgage Loans due on the related
Due Date or received during the related Prepayment Period.


“Group III Cumulative Loss Trigger
Event”:  A Group III Cumulative Loss Trigger Event has occurred with respect to any Distribution Date in or after
August 2007 if the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred (less any Subsequent
Recoveries received) with respect to the Group III 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 Group III Mortgage Loans as of the Cut-Off Date, exceeds the applicable
percentage set forth below for such Distribution Date:


 


	
Distribution Date Occurring in

	
Group III Cumulative Loss Percentage


	
August 2007 through July 2008

	
1.50%
for the first month, plus an additional 1/12th of 1.75% for each month thereafter.


	
August 2008 through July 2009

	
3.25%
for the first month, plus an additional 1/12th of 1.75% for each month thereafter.


	
August 2009 through July 2010

	
5.00%
for the first month, plus an additional 1/12th of 1.25% for each month thereafter.


	
August 2010 through July 2011

	
6.25%
for the first month, plus an additional 1/12th of 0.50% for each month thereafter.


	
August 2011 and thereafter

	
6.75% for each
month.





 


“Group III Delinquency Trigger
Event”:  A Group III Delinquency Trigger Event has occurred with respect to a Distribution Date if the percentage
obtained by dividing (x) the aggregate Stated Principal Balance of (i) Group III Mortgage Loans Delinquent 60 days or more, (ii)
REO Properties with respect to the Group III Mortgage Loans and (iii) Group 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 Group III Mortgage Loans, in each case, calculated prior to taking into account payments of principal on
the Group III Mortgage Loans due on the related Due Date or received during the related Prepayment Period, exceeds 36.00% of the
Group III Credit Enhancement Percentage.


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


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


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


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


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


“Group III Optional Termination Date: The
first Distribution Date on which the aggregate Stated Principal Balance of the Group III Mortgage Loans and related REO Properties
is equal to or less than 10% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off
Date.


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


“Group III Overcollateralization
Floor”:  0.50% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off
Date.


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


“Group III Overcollateralization Target
Amount”:  With respect to any Distribution Date (i) prior to the Group III Stepdown Date, 0.80% of the
aggregate Cut-Off Date Principal Balance of the Group III Closing Date Mortgage Loans, (ii) on or after the Group III Stepdown
Date provided a Group III Trigger Event is not in effect, the greater of (x) the lesser of (I) approximately 0.80% of the
aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off Date and (II) approximately 1.60% of the
aggregate Stated Principal Balance of the Group III 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 Group III Overcollateralization Floor, and
(iii) on or after the Group III Stepdown Date if a Group III Trigger Event is in effect, the Group III Overcollateralization
Target Amount for the immediately preceding Distribution Date. 


“Group III Overcollateralized
Amount”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Group III 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 aggregate Certificate Principal Balances of the Group III
Certificates and the Uncertificated Principal Balance of the Class III-P Interest as of such Distribution Date (after giving effect
to distributions of the Group III Principal Remittance Amount to be made on such Distribution Date, other than distributions of the
Group III Extra Principal Distribution Amount, if any).


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


“Group III Principal Remittance
Amount”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or
advanced on the Group III Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial and
full principal prepayments of the Group III 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 III Mortgage Loans, (iv) that portion of the Purchase Price, representing
principal of any repurchased Group III 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 III Mortgage Loans and (vi) on the Distribution Date on which all of the Group III Mortgage Loans and
related REO Properties are to be purchased in accordance with this Agreement, that portion of the Termination Price representing
principal with respect to the Group III Mortgage Loans.


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


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


“Group III Senior Principal Distribution
Amount”:  With respect to any Distribution Date on or after the Group III Stepdown Date and on which a Group III
Trigger Event is not in effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group III
Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal
Balance of the Group III Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 57.20% and (ii) the aggregate Stated Principal Balance of the Group III 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 III 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 Group III Overcollateralization Floor.


“Group III Stepdown Date”: The
earlier of (a) the later of (i) the Distribution Date in August 2008 and (ii) the first Distribution Date on which the Group III
Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Group III
Mortgage Loans due on the related Due Date or received during the related Prepayment Period but prior to distribution of the Group
III Principal Distribution Amount in respect of the Group III Certificates then entitled to distributions of principal on such
Distribution Date) is greater than or equal to approximately 42.80% and (b) the date on which the aggregate Certificate Principal
Balance of the Group III Senior Certificates has been reduced to zero.


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


“Group III 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 Group III Certificates and the Uncertificated Principal Balance of the Class III-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 Group III 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.)


“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.


“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 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 3.23 or Section 9.01.


“Loan Group”:  Any of Loan Group
I, Loan Group II, Loan Group I/II or Loan Group III.


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


“Loan Group I/II”:  Loan Group I
and Loan Group II.


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


“Loan Group III”:  All of the
Group III 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 I/II:
  With respect to the Class I/II-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 all the REMIC I/II-1 Regular
Interests (other than REMIC I/II-1 Regular Interest AA and P) with (A) the rates on each such REMIC I/II-1 Regular Interest (other
than REMIC I/II-1 Regular Interest ZZ) subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for the
Corresponding Certificate for such REMIC I/II-1 Regular Interest, and (ii) the Net WAC Rate for the Corresponding Certificates, (B)
the rate on REMIC I/II-1 Regular Interest ZZ subject to a cap of zero for purposes of this calculation, and (C) the rates on all of
the REMIC I/II-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 I/II-1 Regular Interest and the denominator of which is 30.  With respect to the Class
I/II-C Interest and the first Distribution Date, a per annum rate equal to the weighted average of the Uncertificated
Pass‐Through Rates for all the REMIC I/II-1 Regular Interests, weighted on the basis of the initial Uncertificated
Principal Balances of each such interest.


Marker Rate III:
  With respect to the Class III-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 all the REMIC III-1 Regular
Interests (other than REMIC III-1 Regular Interest AA and P) with (A) the rates on each such REMIC III-1 Regular Interest (other
than REMIC III-1 Regular Interest ZZ) subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for the
Corresponding Certificate for such REMIC III-1 Regular Interest, and (ii) the Net WAC Rate for the Corresponding Certificates, (B)
the rate on REMIC III-1 Regular Interest ZZ subject to a cap of zero for purposes of this calculation, and (C) the rates on all of
the REMIC III-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 III-1 Regular Interest and the denominator of which is 30.  With respect to the Class III-C
Interest and the first Distribution Date, a per annum rate equal to the weighted average of the Uncertificated Pass‐Through
Rates for all the REMIC III-1 Regular Interests, 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.


“Maximum Cap
Rate”: 


For any Distribution Date and the Group I/II
Certificates, a per annum rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I/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 Group III
Certificates, a per annum rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group III
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.


“Maximum I/II-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 I/II-1 Regular Interest ZZ and an Uncertificated
Principal Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC I/II-1 Regular Interest ZZ over (y) the
REMIC I/II-1 Overcollateralized Amount, in each case for such Distribution Date, over (ii) Uncertificated Accrued Interest on all
the REMIC I/II-1 Regular Interests (other than REMIC I/II Regular Interest AA, ZZ, and P), with the rate on each such REMIC I/II-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 I/II-1 Regular Interest, and (ii) the Net WAC Rate for the Corresponding Certificates; provided, however, that
for this purpose, calculations of the Uncertificated REMIC I/II-1 Pass‐Through Rate and the related caps with respect to all
of the REMIC I/II-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 III-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 III-1 Regular Interest ZZ and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III-1 Regular Interest ZZ over (y) the REMIC III-1
Overcollateralized Amount, in each case for such Distribution Date, over (ii) Uncertificated Accrued Interest on all the REMIC
III-1 Regular Interests (other than REMIC III Regular Interest AA, ZZ, and P), with the rate on each such REMIC III-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 III-1 Regular Interest, and (ii) the Net WAC Rate for the Corresponding Certificates; provided, however, that for this
purpose, calculations of the Uncertificated REMIC III-1 Pass‐Through Rate and the related caps with respect to all of the
REMIC III-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
Group I/II Mezzanine Certificates and the Group III Mezzanine 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
Interests 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 I/II‐C Certificates and any Distribution Date, the Monthly Interest Distributable Amount shall equal the Monthly
Interest Distributable Amount for the Class I/II‐C Interest.  With respect to the Class III‐C Certificates and any
Distribution Date, the Monthly Interest Distributable Amount shall equal the Monthly Distributable Amount for the Class III‐C
Interest.


In all cases, the Monthly Interest Distributable Amount
for any Class of Certificates and the Class C Interests 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 I/II‐1 and REMIC III‐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, a Group II
Mortgage Loan or a Group III 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, if
applicable.


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, those that are included in Group II Mortgage Loans and those that are included in
Group III 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 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 (other than the first
Distribution Date) with respect to Group I/II Certificates, a per annum rate equal to (a) the weighted average of the Adjusted
Net Mortgage Rates of the Group I/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 I/II Certificates shall be expressed as a rate equal to the Uncertificated REMIC I/II‐1
Pass‐Through Rate for REMIC I/II‐1 Regular Interest AA 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 (other than the first
Distribution Date) with respect to the Group III Certificates, a per annum rate equal to (a) the weighted average of the Adjusted
Net Mortgage Rates of the Group III 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 III Certificates shall be expressed as a rate equal to the Uncertificated REMIC III‐1
Pass‐Through Rate for REMIC III‐1 Regular Interest AA 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.


“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 distributable 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 distributable 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 distributed 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 or Greenwich Capital Financial Products, Inc. and/or one or more entities sponsored by an Affiliate of
the Depositor or Greenwich Capital Financial Products, Inc.


“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 I/II‐C Interest, immediately prior to any Distribution Date, an amount equal to the aggregate of the
Uncertificated Principal Balances of the REMIC I/II‐1 Regular Interests.  With respect to the Class I/II‐C
Certificates, immediately prior to any Distribution Date, an amount equal to the Notional Amount of the Class I/II‐C
Interest.  With respect to the Class III-C Interest, immediately prior to any Distribution Date, an amount equal to the
aggregate of the Uncertificated Principal Balances of the REMIC III‐1 Regular Interests.  With respect to the Class
III-C Certificates, immediately prior to any Distribution Date, an amount equal to the Notional Amount of the Class III-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.


“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 I/II-C Interest, $2,783,633,153.29; and with respect to the Class III-C
Interest, $185,125,837.48.


“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.


“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 I/II‐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 (V) below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC I/II‐1 Regular Interests AA, IA1, IIA1, IIA2, IIA3, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B1,
B2, B3, B4, ZZ and P.  For purposes of calculating the Pass‐Through Rate for the Class I/II‐C Interest, the
numerator is equal to the sum of the following components:


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


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


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


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


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


(F)       the Uncertificated REMIC I/II-1 Pass‐Through Rate for
REMIC I/II‐1 Regular Interest IIA4 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal
Balance of REMIC I/II-1 Regular Interest IIA4;


(G)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M1 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M1;


(H)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M2 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M2;


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


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


(K)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M5 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M5;


(L)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M6 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M6;


(M)      the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M7 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M7;


(N)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M8 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M8;


(O)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M9 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest M9;


(P)       the Uncertificated REMIC I/II-1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest M10 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC I/II-1
Regular Interest M10;


(Q)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest B1 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest B1;


(R)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest B2 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest B2;


(S)       the Uncertificated REMIC I/II-1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest B3 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC I/II-1
Regular Interest B3;


(T)       the Uncertificated REMIC I/II-1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest B4 minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC I/II-1
Regular Interest B4;


(U)       the Uncertificated REMIC I/II‐1 Pass‐Through Rate for REMIC I/II‐1
Regular Interest ZZ minus Marker Rate I/II, applied to an amount equal to the Uncertificated Principal Balance of REMIC
I/II‐1 Regular Interest ZZ; and


(V)       100% of the interest on REMIC I/II‐1 Regular Interest P.


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


With respect to the Class III-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 III-1 Regular Interests AA, A1, A2, A3, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2, B3, ZZ and
P.  For purposes of calculating the Pass‐Through Rate for the Class III-C Interest, the numerator is equal to the sum of
the following components:


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


(B)       the Uncertificated REMIC III-1 Pass‐Through Rate for REMIC III-1
Regular Interest A1 minus Marker Rate III, applied to an amount equal to the Uncertificated Principal Balance of REMIC III-1
Regular Interest A1;


(C)       the Uncertificated REMIC III-1 Pass‐Through Rate for REMIC III-1 Regular
Interest A2 minus Marker Rate III, applied to an amount equal to the Uncertificated Principal Balance of REMIC III-1 Regular
Interest A2;


(D)       the Uncertificated REMIC III-1 Pass‐Through Rate for REMIC III-1
Regular Interest A3 minus Marker Rate III, applied to an amount equal to the Uncertificated Principal Balance of REMIC III-1
Regular Interest A3;


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


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


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


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


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


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


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


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


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


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


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


(P)       the Uncertificated REMIC III-1 Pass‐Through Rate for REMIC III-1 Regular
Interest B3 minus Marker Rate III, applied to an amount equal to the Uncertificated Principal Balance of REMIC III-1 Regular
Interest B3;


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


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


The Class III-C Certificates will not have a
Pass‐Through Rate, but will be entitled to 100% of the distributions on the Class III-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 Excess”: 
With respect to any Distribution Date, for each Mortgage Loan for which a Principal Prepayment in full is applied on or after the
first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, the amount of interest
collected on such Principal Prepayment in full at the applicable Net Mortgage Rate from the first day of the month in which such
Distribution Date occurs through the day on which such Principal Prepayment is applied.


“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 month in which such Distribution Date occurs, an amount
equal to interest at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the 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 month in which such
Principal Prepayment is applied and (ii) 30 days.  The obligations of the Master Servicer in respect of any Prepayment
Interest Shortfall are set forth in Section 3.24.  For avoidance of doubt, no Prepayment Interest Shortfalls shall exist
with respect to Principal Prepayments in full which are applied during the period from the first through the 14th day of the month
of the related Distribution Date.


“Prepayment Period”:  With
respect to any Distribution Date, (i) the period from the 15th day of the month immediately preceding the month in which such
Distribution Date occurs (or in the case of the first Distribution Date, the Cut-Off Date) through the 14th day of the month in
which such Distribution Date occurs, inclusive, for purposes of Principal Prepayments in full; and (ii) the calendar month
immediately preceding the calendar month in which such Distribution Date occurs, for any other purpose.  Except for purposes
of calculating Prepayment Interest Excess, Principal Prepayments made during the calendar month immediately preceding the Cut-Off
Date and received by the Master Servicer shall be deemed to be received after the Cut-Off Date and during the Prepayment Period
related to the first Distribution Date.


“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 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.


“Prospectus Supplement”:  That
certain Prospectus Supplement dated July 13, 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 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) or in Section 6(lxi) 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 Group
I/II Mortgage Loans or Group III Mortgage Loans (measured by the aggregate principal balance) that is in excess of 2.00% of the
aggregate principal balance of the Group I/II Closing Date Mortgage Loans or the Group III Closing Date Mortgage Loans, as
applicable, as of the Cut-Off Date has previously been repurchased 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 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, Group II Mortgage Loans and Group III 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 Group
I/II Mortgage Loans or Group III Mortgage Loans (measured by the aggregate principal balance) that is in excess of 2.00% of the
aggregate principal balance of the Group I/II Closing Date Mortgage Loans or the Group III Closing Date Mortgage Loans, as
applicable, as of the Cut-Off Date has previously been repurchased 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 related Class P Certificates as the Prepayment Charge provisions in the Deleted Mortgage Loan.


“Rating Agency or Rating
Agencies”:  Fitch, Moody’s, S&P, DBRS 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 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 and the Class B 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 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.


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


“REMIC I/II‐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 Group I/II 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 with respect to a Group I/II Mortgage Loan, together with all collections thereon and
proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, required
to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights with respect to the
Mortgage Loans under the Mortgage Loan Purchase Agreement (including any security interest created thereby), and (v) that portion
of the Collection Account, the Distribution Account (subject to the last sentence of this definition) relating to the Group I/II
Mortgage Loans and any REO Account relating to the Group I/II Mortgage Loans 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 I/II-1 Interest Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Principal Balance of the Group I/II Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated
REMIC I/II-1 Pass‐Through Rate for REMIC I/II-1 Regular Interest AA minus Marker Rate I/II, divided by
(b) 12.


“REMIC I/II-1 Overcollateralization Target
Amount”:  1% of the Group I/II Overcollateralization Target Amount.


“REMIC I/II-1 Overcollateralized
Amount”:  With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of all of the REMIC I/II-1 Regular Interests minus (ii) the aggregate of the Uncertificated Principal Balances of all of the
REMIC I/II-1 Regular Interests (other than REMIC I/II-1 Regular Interest ZZ), in each case as of such date of
determination.


“REMIC I/II-1 Principal Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) 1% of the aggregate
Principal Balance of the Group I/II Mortgage Loans and related 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 all the REMIC I/II-1 Regular
Interests (other than REMIC I/II Regular Interest AA, ZZ and P) and the denominator of which is the aggregate of the Uncertificated
Principal Balances of all the REMIC I/II-1 Regular Interests (other than REMIC I/II-1 Regular Interests AA and P).


“REMIC I/II-1 Regular
Interest”:  Any of REMIC I/II-1 Regular Interest AA, IA1, IIA1, IIA2, IIA3, IIA4, M1, M2, M3, M4, M5, M6, M7, M8,
M9, M10, B1, B2, B3, B4, ZZ, and P, each of which is a separate non‐certificated beneficial ownership interest in REMIC
I/II-1 issued hereunder and designated as a Regular Interest in REMIC I/II-1.  Each REMIC I/II-1 Regular Interest shall accrue
interest at the related Uncertificated REMIC I/II-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 and REMIC I/II‐1 Regular Interest P shall be entitled to
any Prepayment Charges relating to the Group I/II Mortgage Loans collected by the Master Servicer.


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


“REMIC I/II-2 Regular
Interests”:  The Class I/II-C Interest and the Class I/II-P Interest.


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


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


“REMIC III-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 Group III 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 with respect to a Group III Mortgage Loan, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Group III Mortgage Loans under all insurance policies, required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights with respect to the Group
III Mortgage Loans under the Mortgage Loan Purchase Agreement (including any security interest created thereby), and (v) that
portion of the Collection Account, the Distribution Account (subject to the last sentence of this definition) and any REO Account
relating to the Group III Mortgage Loans 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 III-1 Interest Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Principal Balance of the Group III Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated
REMIC III-1 Pass‐Through Rate for REMIC III-1 Regular Interest AA minus Marker Rate III, divided by (b) 12.


“REMIC III-1 Overcollateralization Target
Amount”:  1% of the Group III Overcollateralization Target Amount.


“REMIC III-1 Overcollateralized
Amount”:  With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of all of the REMIC III-1 Regular Interests minus (ii) the aggregate of the Uncertificated Principal Balances of all of the
REMIC III-1 Regular Interests (other than REMIC I/II-1 Regular Interest ZZ), in each case as of such date of
determination.


“REMIC III-1 Principal Loss Allocation
Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) 1% of the aggregate
Principal Balance of the Group III Mortgage Loans and related 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 all the REMIC III-1 Regular Interests
(other than REMIC III Regular Interest AA, ZZ and P) and the denominator of which is the aggregate of the Uncertificated Principal
Balances of all the REMIC III-1 Regular Interests (other than REMIC III-1 Regular Interests AA and P).


“REMIC III-1 Regular Interest”: 
Any of REMIC III-1 Regular Interest AA, A1, A2, A3, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2, B3, B4, ZZ, and P, each of which is
a separate non‐certificated beneficial ownership interest in REMIC III-1 issued hereunder and designated as a Regular
Interest in REMIC III-1.  Each REMIC III-1 Regular Interest shall accrue interest at the related Uncertificated REMIC III-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 and REMIC III‐1 Regular Interest P shall be entitled to any Prepayment Charges relating to the Group III
Mortgage Loans collected by the Master Servicer.


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


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


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


“REMIC III-PX”:  The segregated
pool of assets consisting of the Class III-P Interest, conveyed in trust to the Trustee, for the benefit of the Holders of the
Class III-P Certificates and the Class III‐PXR 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 Regular Interests”:  The
REMIC I/II-1 Regular Interests, the REMIC III-1 Regular Interests, the REMIC I/II-2 Regular Interests, and the
REMIC III-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 Group I/II Mortgage Loans or the
Group III Mortgage Loans, as applicable, and related 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 I/II-CXR Certificates, the Class I/II‐PXR Certificates, the Class III‐CXR Certificates
and the Class III‐PXR 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.


“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.


“Trust”:  Long Beach Mortgage
Loan Trust 2005‐WL1, the trust created hereunder.


“Trust Fund”:  All of the assets
of the Trust, which is the trust created hereunder consisting of REMIC I/II‐1, REMIC I/II‐2, REMIC I/II‐CX, REMIC
I/II‐PX, REMIC III‐1, REMIC III‐2, REMIC III‐CX, REMIC III‐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
I/II‐1, REMIC I/II‐2, REMIC I/II‐CX, REMIC I/II-PX, REMIC III‐1, REMIC III‐2, REMIC III‐CX
and/or REMIC III‐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”:  0.00067%
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 I/II‐1 Pass‐Through Rate and the Uncertificated REMIC III‐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 I/II‐1 Regular
Interest ZZ and REMIC III‐1 Regular Interest 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
I/II‐C Interest shall always be equal to (i) the excess, if any, of (A) the then aggregate Uncertificated Principal
Balances of the REMIC I/II‐1 Regular Interests over (B) the sum of the Certificate Principal Balance of the Group I/II
Certificates and the Class I/II‐P Interest minus (ii) the amount, if any, paid to the Group I/II Certificates on the
first Distribution Date as Extra Principal Distribution Amount.  Notwithstanding the foregoing, the Uncertificated Principal
Balance of (i) the Class III-C Interest shall always be equal to (i) the excess, if any, of (A) the then aggregate
Uncertificated Principal Balances of the REMIC III-1 Regular Interests over (B) the sum of the Certificate Principal
Balance of the Group III Certificates and the Class III-P Interest minus (ii) the amount, if any, paid to the Group III
Certificates on the first Distribution Date as Group III Extra Principal Distribution Amount.


“Uncertificated REMIC I/II-1 Pass‐Through
Rate”:  With respect to any Distribution Date and each REMIC I/II-1 Regular Interest, a per annum rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Group I/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.


“Uncertificated REMIC III-1 Pass‐Through
Rate”:  With respect to any Distribution Date and each REMIC III-1 Regular Interest, a per annum rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Group III 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.


“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 I/II‐CXR
Certificates, the Class I/II‐PXR Certificates, the Class III‐CXR Certificates and the Class III‐PXR 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 or Washington Mutual Bank fsb, or
from any of their respective 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 Group I/II Certificates and the Class I/II-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 Group
I/II Mortgage Loans for any Distribution Date shall be allocated first to the Class I/II-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 Group I/II 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 Group III Certificates and the Class III-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 Group III
Mortgage Loans for any Distribution Date shall be allocated first to the Class III-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 Group III
Certificates on a pro rata basis based on, and to the extent of, interest for the related Accrual Period at the then
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 related Class C Interest  pursuant to the
paragraph above shall be allocated among the related 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 I/II-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 Group I/II Mortgage Loans for any Distribution
Date shall be allocated to REMIC I/II-1 Regular Interests AA and ZZ up to an aggregate amount equal to the REMIC I/II-1 Interest
Loss Allocation Amount, 98% and 2%, respectively, and thereafter among all of the REMIC I/II-1 Regular Interests, 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 I/II-1 Regular Interest.


For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC III-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 Group III Mortgage Loans for any Distribution
Date shall be allocated to REMIC III-1 Regular Interests AA and ZZ up to an aggregate amount equal to the REMIC III-1 Interest Loss
Allocation Amount, 98% and 2%, respectively, and thereafter among all of the REMIC III-1 Regular Interests, 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 III-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), and all other assets
included or to be included in REMIC I/II‐1 and REMIC III‐1.  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 July
1, 2005 (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 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 Group I/II Mortgage Loans and the Group III
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) or a “High Cost Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch. 183C. §§1 et
seq.).


Section
2.02          Acceptance of REMIC I/II‐1 and REMIC
III‐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 definitions of “REMIC I/II‐1” and “REMIC III‐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
definitions of “REMIC I/II‐1” and “REMIC III‐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 I/II‐1 or REMIC III‐1 as the case may be 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 for the account of the appropriate REMIC, 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 I/II‐1 or REMIC III‐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
I/II‐1 and REMIC III‐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 I/II‐1 or REMIC III‐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, Loan Group II or Loan Group III, respectively, exceeds the aggregate of the Stated Principal Balance of the Qualified
Substitute Mortgage Loans that will become part of Loan Group I, Loan Group II or Loan Group III, 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 for the account of
the appropriate REMIC 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 I/II‐1 or REMIC III‐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;


(iii)       As of the Closing Date, the Depositor has transferred all of its right, title and
interest in the Mortgage Loans 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 I/II‐1 Regular Interests for the benefit of the holders of the Group I/II
Certificates, REMIC I/II-CX, as holder of the Class I/II-C Interest, REMIC I/II-PX, as holder of the Class I/II-P Interest, and the
Class I/II‐2R Interest.  The Trustee acknowledges receipt of the REMIC I/II-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
Group I/II Certificates, REMIC I/II-CX, as holder of the Class I/II-C Interest, REMIC I/II-PX, as holder of the Class I/II-P
Interest, and the Class I/II‐2R Interest.  The interests evidenced by the Class I/II‐2R Interest, the Group I/II
Certificates, and the REMIC I/II-2 Regular Interests, constitute the entire beneficial ownership interest in REMIC
I/II-1.


(b)        In exchange for the REMIC I/II-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 Group I/II Certificates in
authorized denominations evidencing (together with the Class I/II‐2R Interest and the REMIC I/II-2 Regular Interests)
the entire beneficial ownership interest in REMIC I/II-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 I/II-C Interest for the benefit of the holders of the Class I/II-C Certificates and the Class
I/II‐CXR Interest.  The Trustee acknowledges receipt of the Class I/II-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 I/II-C Certificates and the Class R‐CX
Certificates.  The interests evidenced by the Class I/II-C Certificates and the Class R‐CX Certificates (other than the
Class III‐C Interest) constitute the entire beneficial ownership interest in REMIC I/II-CX.


(d)        In exchange for the Class I/II-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 I/II-C Certificates in
authorized denominations evidencing (together with the Class I/II‐CXR Interest) the entire beneficial ownership interest in
REMIC I/II-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 I/II-P Interest for the benefit of the holders of the Class I/II-P Certificates and the Class
I/II‐PXR Interest.  The Trustee acknowledges receipt of the Class I/II‐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 I/II-P Certificates and the Class
R‐PX Certificates.  The interests evidenced by the Class I/II-P Certificates and the Class R‐PX Certificates
(other than the Class III‐P Interest) constitute the entire beneficial ownership interest in REMIC I/II-PX.


(f)         In exchange for the Class I/II-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 I/II-P Certificates in
authorized denominations evidencing (together with the Class I/II-PXR Interest) the entire beneficial ownership interest in
REMIC I/II-PX.


(g)        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 III‐1 Regular Interests for the benefit of the holders of the Group III
Certificates, REMIC III-CX, as holder of the Class III-C Interest, REMIC III-PX, as holder of the Class III-P Interest, and the
Class III‐2R Interest.  The Trustee acknowledges receipt of the REMIC III-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
Group III Certificates, REMIC III-CX, as holder of the Class III-C Interest, REMIC III-PX, as holder of the Class III-P Interest,
and the Class III‐2R Interest.  The interests evidenced by the Class III‐2R Interest, the Group I/II Certificates,
and the REMIC III-2 Regular Interests, constitute the entire beneficial ownership interest in REMIC III-1.


(h)        In exchange for the REMIC III-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 Group III Certificates in
authorized denominations evidencing (together with the Class III‐2R Interest and the REMIC III-2 Regular Interests) the
entire beneficial ownership interest in REMIC III-2.


(i)         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 III-C Interest for the benefit of the holders of the Class III-C Certificates and the Class
III‐CXR Interest.  The Trustee acknowledges receipt of the Class III-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 I/II-C Certificates and the Class R‐CX
Certificates.  The interests evidenced by the Class III-C Certificates and the Class R‐CX Certificates (other than the
Class I/II‐C Interest) constitute the entire beneficial ownership interest in REMIC III-CX.


(j)         In exchange for the Class III-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 III-C Certificates in authorized
denominations evidencing (together with the Class III‐CXR Interest) the entire beneficial ownership interest in
REMIC III-CX.


(k)        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 III-P Interest for the benefit of the holders of the Class III-P Certificates and the Class
III‐PXR Interest.  The Trustee acknowledges receipt of the Class III‐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 III-P Certificates and the Class R-PX
Certificates.  The interests evidenced by the Class III-P Certificates and the Class R-PX Certificates (other than the Class
I/II‐P Interest) constitute the entire beneficial ownership interest in REMIC III-PX.


(l)         In exchange for the Class III-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 III-P Certificates in authorized
denominations evidencing (together with the Class III-PXR Interest) the entire beneficial ownership interest in
REMIC III-PX.


(m)       Concurrently with (i) the assignment and delivery to the Trustee of
REMIC I/II-1 (including the Residual Interest therein represented by the Class I/II-1R Interest) and the acceptance by the
Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.08(a), (ii) the assignment and delivery
to the Trustee of REMIC III-1 (including the Residual Interest therein represented by the Class III-1R Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.08(g), (iii) the assignment
and delivery to the Trustee of REMIC I/II-2 (including the Residual Interest therein represented by the Class I/II-2R
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.08(b), and (iv) the assignment and delivery to the
Trustee of REMIC III-2 (including the Residual Interest therein represented by the Class III-2R Interest) and the acceptance
by the Trustee thereof, pursuant to Section 2.08(h), 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 I/II-1R Interest, the Class I/II-2R Interest, the Class III-1R
Interest, and the Class III-2R Interest), the Class R‐CX Certificates (evidencing the Class I/II‐CXR Interest and the
Class III‐CXR Interest) and the Class R‐PX Certificates (evidencing the Class I/II‐PXR Interest and the Class
III‐PXR 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 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 of a Group I/II Mortgage Loan if the aggregate number of outstanding Group I/II Mortgage Loans
which have been modified, waived or amended exceeds 5% of the number of Group I/II Closing Date Mortgage Loans as of the Cut-Off
Date and the Insured NIM Notes are collateralized by any of the Class I/II‐C Certificates and for any modification, waiver or
amendment of a Group III Mortgage Loan if the aggregate number of outstanding Group III Mortgage Loans which have been modified,
waived or amended exceeds 5% of the number of Group III 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‐WL1, Asset‐Backed Certificates, Series 2005‐WL1.  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 and the related Prepayment Interest Excess) 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 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, if any.


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, any Prepayment
Interest Excess and 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 on the same day 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.A. Patriot Act, the Trustee shall obtain and verify certain information and documentation from
the parties hereto, including, but not limited to, each party’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 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 but only from the amounts received with
respect to the Group I/II Mortgage Loans if such enforcement expenses are incurred in respect of a Group I/II Mortgage Loan and
only from the amounts received with respect to the Group III Mortgage Loans if such enforcement expenses are incurred in respect of
a Group III Mortgage Loan; 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), but
only from the amounts received with respect to the Group I/II Mortgage Loans if such advances are in respect of a Group I/II
Mortgage Loan and only from the amounts received with respect to the Group III Mortgage Loans if such advances are in respect of a
Group III Mortgage Loan; 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; pro rata,  based on
the aggregate Stated Principal Balances of the Group I/II Mortgage Loans and the Group III Mortgage Loans;



(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, but only from the amounts received with respect to the Group I/II Mortgage Loans if such reimbursement is in
respect of a Group I/II Mortgage Loan and only from the amounts received with respect to the Group III Mortgage Loans if such
reimbursement is in respect of a Group III Mortgage Loan;



(v)        to pay any amounts in respect of
taxes pursuant to Section 10.01(g), but only from the amounts received with respect to the Group I/II Mortgage Loans if such
taxes are in respect of a REMIC I/II‐1, REMIC I/II‐2, REMIC I/II‐CX or REMIC I/II‐PX and only from the
amounts received with respect to the Group III Mortgage Loans if such taxes are in respect of a REMIC III‐1, REMIC
III‐2, REMIC III‐CX or REMIC III‐PX;



(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, but only from the amounts received with
respect to the Group I/II Mortgage Loans if such advances are in respect of a Group I/II Mortgage Loan and only from the amounts
received with respect to the Group III Mortgage Loans if such advances are in respect of a Group III Mortgage Loan;



(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, but only from the amounts received with respect to the Group I/II
Mortgage Loans if such fee is in respect of a Group I/II Mortgage Loan and only from the amounts received with respect to the Group
III Mortgage Loans if such fee is in respect of a Group III Mortgage Loan; and



(x)        to pay itself the Trustee Fees,
but only from the amounts received with respect to the Group I/II Mortgage Loans if such fee is in respect of a Group I/II Mortgage
Loan and only from the amounts received with respect to the Group III Mortgage Loans if such fee is in respect of a Group III
Mortgage Loan.


 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)        [Reserved]


(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 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 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
Prepayment Interest Excess, 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 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 in the
aggregate and by Loan Group I/II and Loan Group III.  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
I/II‐1 or REMIC III‐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 I/II‐1 or REMIC III‐1, as the case may be, 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 I/II‐1 or REMIC III‐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
I/II‐1 or REMIC III‐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 with respect to amounts received on account of the
Group I/II Mortgage Loans for any REO Property related to a Group I/II Mortgage Loan:  (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.  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 with respect to amounts received on account of the Group III Mortgage Loans for any REO Property
related to a Group III Mortgage Loan:  (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”) (A) with respect to the Group I/II Mortgage Loans, 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 with respect to the Group I/II Mortgage Loans and (ii) the amount of its
aggregate Servicing Fee for the Group I/II Mortgage Loans for the most recently ended calendar month and (B) with respect to the
Group III Mortgage Loans, 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 with respect to the Group III
Mortgage Loans and (ii) the amount of its aggregate Servicing Fee for the Group III Mortgage Loans 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‐WL1, Asset‐Backed Certificates, Series 2005‐WL1.”  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 Group I/II Certificates or the Group III Certificates, the Trustee has been directed by the Holders of the
Class I/II‐C Certificates and the Class III‐C Certificates to, and therefore shall, deposit into the Reserve Fund the
amounts described in Section 4.01(g)(A)(ee) and Section 4.01(g)(B)(aa), respectively; 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 I/II‐C Certificates, from amounts
otherwise distributable to such Class I/II‐C Certificates, an amount such that when added to other amounts already on deposit
in the Reserve Fund with respect to the Group I/II Mortgage Loans and the Group I/II Cap Agreement, the aggregate amount on deposit
therein with respect to such amounts is equal to $500. 


(v)        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 III‐C Certificates, from
amounts otherwise distributable to such Class III‐C Certificates, an amount such that when added to other amounts already on
deposit in the Reserve Fund with respect to the Group III Mortgage Loans and the Group III Cap Agreement, the aggregate amount on
deposit therein with respect to such amounts is equal to $500. 


(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), (a)(iv) and (a)(v),
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(g)(C) 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 I/II‐2
to REMIC I/II‐CX or by REMIC III‐2 to REMIC III‐CX, as applicable, in respect of the Class C Interest, and then
distributed by REMIC I/II‐CX to the Holders of the Class I/II‐C Certificates and by REMIC III‐CX to the Holders
of the Class III‐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), (a)(iv) and (a)(v) 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 I/II‐C Certificates, the Trustee shall direct any depository institution maintaining Portion 2 of the Reserve Fund to
invest the funds in such account with respect to the Group I/II Mortgage Loans and at the direction of the Holders of a majority in
Percentage Interest in the Class III‐C Certificates, the Trustee shall direct any depository institution maintaining Portion
2 of the Reserve Fund to invest the funds in such account with respect to the Group III Mortgage Loans 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
I/II‐C Certificates or the Class III‐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 each of the Cap Agreements and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in
accordance with the terms of 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 9 of each of the Cap Agreements) below one of the Approved Rating Thresholds (as defined in
Section 9 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 9 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 Group I/II 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, the Class II‐A3 Certificates and the Class II‐A4
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, the Class II‐A3 Certificates and the Class II‐A4 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, the Class II‐A3 Certificates and the Class II‐A4
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, the Class II‐A3 Certificates and the
Class II‐A4 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, 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 I/II‐M1 Certificates, the related
Monthly Interest Distributable Amount;


second, to the Class I/II‐M2 Certificates, the
related Monthly Interest Distributable Amount;


third, to the Class I/II‐M3 Certificates, the related
Monthly Interest Distributable Amount;


fourth, to the Class I/II‐M4 Certificates, the
related Monthly Interest Distributable Amount;


fifth, to the Class I/II‐M5 Certificates, the related
Monthly Interest Distributable Amount;


sixth, to the Class I/II‐M6 Certificates, the related
Monthly Interest Distributable Amount;


seventh, to the Class I/II‐M7 Certificates, the
related Monthly Interest Distributable Amount;


eighth, to the Class I/II‐M8 Certificates, the
related Monthly Interest Distributable Amount;


ninth, to the Class I/II‐M9 Certificates, the related
Monthly Interest Distributable Amount;


tenth, to the Class I/II‐M10 Certificates, the
related Monthly Interest Distributable Amount;


eleventh, to the Class I/II‐B1 Certificates, the
related Monthly Interest Distributable Amount;


twelfth, to the Class I/II‐B2 Certificates, the
related Monthly Interest Distributable Amount;


thirteenth, to the Class I/II‐B3 Certificates, the
related Monthly Interest Distributable Amount; and


fourteenth, to the Class I/II‐B4 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 Group I/II Net Monthly Excess Cashflow, if any, for such Distribution Date.


(b)        On each Distribution Date, the Trustee shall withdraw from the Distribution
Account that portion of the Group III Available Funds for such Distribution Date consisting of the Group III
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 III Interest Remittance Amount remaining for such Distribution
Date:


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


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


second, to the Class III‐M1 Certificates, the related
Monthly Interest Distributable Amount;


third, to the Class III‐M2 Certificates, the related
Monthly Interest Distributable Amount;


fourth, to the Class III‐M3 Certificates, the related
Monthly Interest Distributable Amount;


fifth, to the Class III‐M4 Certificates, the related
Monthly Interest Distributable Amount;


sixth, to the Class III‐M5 Certificates, the related
Monthly Interest Distributable Amount;


seventh, to the Class III‐M6 Certificates, the
related Monthly Interest Distributable Amount;


eighth, to the Class III‐M7 Certificates, the related
Monthly Interest Distributable Amount;


ninth, to the Class III‐M8 Certificates, the related
Monthly Interest Distributable Amount;


tenth, to the Class III‐M9 Certificates, the related
Monthly Interest Distributable Amount;


eleventh, to the Class III‐B1 Certificates, the
related Monthly Interest Distributable Amount;


twelfth, to the Class III‐B2 Certificates, the
related Monthly Interest Distributable Amount; and


thirteenth, to the Class III‐B3 Certificates, the
related Monthly Interest Distributable Amount.


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


(c)        On each Distribution Date (a) prior to the Group I/II Stepdown Date or
(b) on which a Group I/II Trigger Event is in effect, the Group I/II 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 Group I Senior 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(c)(i)(B)(x), below, that remains following
distribution to the Group II Senior Certificates shall be distributed as set forth in Section 4.01(c)(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; then


            (IV)      to the
Class II‐A4 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(c)(i)(A)(x), above, that remains following
distribution to the Group I Senior Certificates, shall be distributed as set forth in Section 4.01(c)(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(c)(i) above shall be distributed in the following order of priority:


first, to the Class I/II‐M1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


second, to the Class I/II‐M2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


third, to the Class I/II‐M3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


fourth, to the Class I/II‐M4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


fifth, to the Class I/II‐M5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


sixth, to the Class I/II‐M6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


seventh, to the Class I/II‐M7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


eighth, to the Class I/II‐M8 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


ninth, to the Class I/II‐M9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


tenth, to the Class I/II‐M10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


eleventh, to the Class I/II‐B1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;


twelfth, to the Class I/II‐B2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


thirteenth, to the Class I/II‐B3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; and


fourteenth, to the Class I/II‐B4 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero.


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


(d)        On each Distribution Date (a) on or after the Group
I/II Stepdown Date and (b) on which a Group I/II Trigger Event is not in effect, the Group I/II 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(d)(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; then


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


(IV)      to the Class II‐A4 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; then


(IV)      to the Class II‐A4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.


second, to the Class I‐A1 Certificates, the Group I
Senior Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(d)(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(d)(i) above shall be distributed in the following order of priority:


first, to the Class I/II‐M1 Certificates, the Class
I/II‐M1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


second, to the Class I/II‐M2 Certificates, the Class
I/II‐M2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


third, to the Class I/II‐M3 Certificates, the Class
I/II‐M3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


fourth, to the Class I/II‐M4 Certificates, the Class
I/II‐M4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


fifth, to the Class I/II‐M5 Certificates, the Class
I/II‐M5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


sixth, to the Class I/II‐M6 Certificates, the Class
I/II‐M6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


seventh, to the Class I/II‐M7 Certificates, the Class
I/II‐M7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


eighth, to the Class I/II‐M8 Certificates, the Class
I/II‐M8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


ninth, to the Class I/II‐M9 Certificates, the Class
I/II‐M9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


tenth, to the Class I/II‐M10 Certificates, the Class
I/II‐M10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


eleventh, to the Class I/II‐B1 Certificates, the
Class I/II‐B1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to
zero;


twelfth, to the Class I/II‐B2 Certificates, the Class
I/II‐B2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


thirteenth, to the Class I/II‐B3 Certificates, the
Class I/II‐B3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
and


fourteenth, to the Class I/II‐B4 Certificates, the
Class I/II‐B4 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(d)(i) and 4.01(d)(ii) shall be used in determining the amount of Group I/II Net Monthly Excess
Cashflow, if any, for such Distribution Date.


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


(i)         first, to the Class III‐A1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;


second, to the Class III‐A2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


third, to the Class III‐A3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


fourth, to the Class III‐M1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


fifth, to the Class III‐M2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


sixth, to the Class III‐M3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


seventh, to the Class III‐M4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


eighth, to the Class III‐M5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


ninth, to the Class III‐M6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


tenth, to the Class III‐M7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


eleventh, to the Class III‐M8 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


twelfth, to the Class III‐M9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;


thirteenth, to the Class III‐B1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;


fourteenth, to the Class III‐B2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; and


fifteenth, to the Class III‐B3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero.


(ii)        Any principal remaining undistributed pursuant to
Section 4.01(e)(i) shall be used in determining the amount of Group III Net Monthly Excess Cashflow, if any, for such Distribution
Date.


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


(i)         first, to the Group III Senior Certificates, the
Group III Senior Principal Distribution Amount, to be distributed as follows:


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


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


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


second, to the Class III‐M1 Certificates, the Class
III‐M1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


third, to the Class III‐M2 Certificates, the Class
III‐M2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


fourth, to the Class III‐M3 Certificates, the Class
III‐M3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


fifth, to the Class III‐M4 Certificates, the Class
III‐M4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


sixth, to the Class III‐M5 Certificates, the Class
III‐M5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


seventh, to the Class III‐M6 Certificates, the Class
III‐M6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


eighth, to the Class III‐M7 Certificates, the Class
III‐M7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


ninth, to the Class III‐M8 Certificates, the Class
III‐M8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


tenth, to the Class III‐M9 Certificates, the Class
III‐M9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


eleventh, to the Class III‐B1 Certificates, the Class
III‐B1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;


twelfth, to the Class III‐B2 Certificates, the Class
III‐B2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
and


thirteenth, to the Class III‐B3 Certificates, the
Class III‐B3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to
zero.


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


(g)        (A)       On each Distribution Date, the Trustee
shall distribute any Group I/II Net Monthly Excess Cashflow in the following order of priority, in each case to the extent of the
Group I/II Net Monthly Excess Cashflow remaining undistributed:


(a)        to the Class or Classes of Group I/II Certificates then entitled to receive
distributions in respect of principal, in an amount equal to the sum of any Group I/II Extra Principal Distribution Amount and the
Group I/II 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(c) or Section 4.01(d) above, as applicable;


(b)        concurrently, to the Group I/II Senior 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 the Group 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 I/II‐M1 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(d)        to the Class I/II‐M1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(e)        to the Class I/II‐M2 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(f)         to the Class I/II‐M2 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(g)        to the Class I/II‐M3 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(h)        to the Class I/II‐M3 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(i)         to the Class I/II‐M4 Certificates, in an amount equal to the
Unpaid Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(j)         to the Class I/II‐M4 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(k)        to the Class I/II‐M5 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(l)         to the Class I/II‐M5 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(m)       to the Class I/II‐M6 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(n)        to the Class I/II‐M6 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(o)        to the Class I/II‐M7 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(p)        to the Class I/II‐M7 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(q)        to the Class I/II‐M8 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(r)        to the Class I/II‐M8 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(s)        to the Class I/II‐M9 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(t)         to the Class I/II‐M9 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(u)        to the Class I/II‐M10 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(v)        to the Class I/II‐M10 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(w)       to the Class I/II‐B1 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(x)        to the Class I/II‐B1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(y)        to the Class I/II‐B2 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(z)        to the Class I/II‐B2 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(aa)      to the Class I/II‐B3 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(bb)      to the Class I/II‐B3 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(cc)      to the Class I/II‐B4 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(dd)      to the Class I/II‐B4 Certificates, in an amount equal to the Allocated Realized
Loss Amount, if any, for such Class for such Distribution Date;


(ee)      to the Reserve Fund, the amount equal to the difference between (x) any excess of the sum
of the Net WAC Rate Carryover Amounts with respect to the Group I/II Certificates for such Distribution Date over any amounts on
deposit in the Reserve Fund on such Distribution Date with respect to the Group I/II Cap Agreement, and (y) any amounts deposited
in the Reserve Fund pursuant to this Section 4.01(g)(A)(ee) 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 from the Group I/II Net Monthly Excess Cashflow or
from the Group I/II Cap Agreement, the aggregate amount on deposit therein on account of such amounts is equal to $500);


(ff)        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 Group I/II Mortgage Loans, to REMIC
I/II‐PX, as holder of the Class I/II‐P Interest, in reduction of the Uncertificated Principal Balance thereof, until
the Uncertificated Principal Balance thereof is reduced to zero;


(gg)      to REMIC I/II‐CX, as holder of the Class I/II‐C Interest, the Monthly
Interest Distributable Amount for the Class I/II‐C Interest plus, until the Uncertificated Principal Balance of the Class
I/II‐C Interest is reduced to zero, any Group I/II Overcollateralization Release Amount for such Distribution Date (in both
cases, net of such portion of amounts payable pursuant to this Section 4.01(g)(A)(gg) that were paid pursuant to Section
4.01(g)(A)(ee) above); and


(hh)      any remaining amounts to the Class R Certificates (in respect of the appropriate Class
I/II‐R‐2 Interest).


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


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


(b)        concurrently, to the Group III Senior 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 the Group III Interest Remittance Amount on such Distribution Date, allocated among such classes, pro rata, based
on their respective entitlements;


(c)        to the Class III‐M1 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(d)        to the Class III‐M1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(e)        to the Class III‐M2 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(f)         to the Class III‐M2 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(g)        to the Class III‐M3 Certificates , in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(h)        to the Class III‐M3 Certificates , in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(i)         to the Class III‐M4 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(j)         to the Class III‐M4 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(k)        to the Class III‐M5 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(l)         to the Class III‐M5 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(m)       to the Class III‐M6 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(n)        to the Class III‐M6 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(o)        to the Class III‐M7 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(p)        to the Class III‐M7 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(q)        to the Class III‐M8 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(r)        to the Class III‐M8 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(s)        to the Class III‐M9 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(t)         to the Class III‐M9 Certificates, in an amount equal to the
Allocated Realized Loss Amount, if any, for such Class for such Distribution Date;


(u)        to the Class III‐B1 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Distribution Date;


(v)        to the Class III‐B1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(w)       to the Class III‐B2 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution Date;


(x)        to the Class III‐B2 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(y)        to the Class III‐B3 Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Class for such Class for such Distribution Date;


(z)        to the Class III‐B3 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution Date;


(aa)      to the Reserve Fund, the amount equal to the difference between (x) any excess of the sum
of the Net WAC Rate Carryover Amounts with respect to the Group III Certificates for such Distribution Date over any amounts on
deposit in the Reserve Fund on such Distribution Date with respect to the Group III Cap Agreement, and (y) any amounts deposited in
the Reserve Fund pursuant to this Section 4.01(g)(B)(aa) 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 from the Group III Net Monthly Excess Cashflow or from the
Group III Cap Agreement, the aggregate amount on deposit therein on account of such amounts is equal to $500);


(bb)      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 Group III Mortgage Loans, to REMIC III‐PX, as
holder of the Class III‐P Interest, in reduction of the Uncertificated Principal Balance thereof, until the Uncertificated
Principal Balance thereof is reduced to zero;


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


(dd)      any remaining amounts to the Class R Certificates [(in respect of the appropriate Class
III-R2 Interest)].


(C)       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 Group I/II Cap Agreement shall be distributed first, concurrently, to the
Group I/II Senior Certificates, up to the amount of the related Net WAC Rate Carryover Amount, allocated among the Group I/II
Senior Certificates, pro rata, based on their Certificate Principal Balances, then, to the Group I/II Mezzanine Certificates
and the Class I/II‐B Certificates, up to the amount of the related Net WAC Rate Carryover Amount in the following order of
priority:  first, to the Class I/II‐M1 Certificates, second, to the Class I/II‐M2 Certificates,
third, to the Class I/II‐ M3 Certificates,fourth, to the Class I/II‐M4 Certificates, fifth, to the
Class I/II‐M5 Certificates, sixth, to the Class I/II‐M6 Certificates, seventh, to the Class I/II‐M7
Certificates, eighth, to the Class I/II‐M8 Certificates, ninth to the Class I/II‐M10 Certificates,
tenth, to the Class I/II‐M11 Certificates, eleventh, to the Class I/II‐B1 Certificates, twelfth,
to the Class I/II‐B2 Certificates, thirteenth, to the Class I/II‐B3 Certificates, fourteenth, to the
Class I/II‐B4 Certificates, and (B) amounts in the Reserve Fund received with respect to the Group III Cap Agreement shall be
distributed first, concurrently to the Group III Senior Certificates, up to the amount of the related Net WAC Rate Carryover
Amount, allocated among the Group III Senior Certificates, pro rata, based on their Certificate Principal Balances; then to
the Group III Mezzanine Certificates and the Class III‐B Certificates, up to the amount of the related Net WAC Carryover
Amount, in the following order of priority: first, to the Class III‐M1 Certificates, second, to the Class
III‐M2 Certificates, third, to the Class III‐M3 Certificates, fourth, to the Class III‐M4
Certificates,fifth, to the Class III‐M5 Certificates, sixth, to the Class III‐M6 Certificates,
seventh, to the Class III‐M7 Certificates, eighth, to the Class III‐M8 Certificates, ninth, to the
Class III‐M9 Certificates,tenth, to the Class III‐B1 Certificates, eleventh,  to the Class
III‐B2 Certificates, and twelfth, to the Class III‐B3 Certificates, in each case, to the extent of amounts
received with respect to the related Cap Agreement remaining in the Reserve Fund.


(b)        second, concurrently, (A) amounts
deposited in the Reserve Fund pursuant to Section 4.01(g)(A)(ee) shall be distributed first, concurrently, to the Group I/II Senior
Certificates, up to the amount of the related Net WAC Rate Carryover Amount to the extent not paid pursuant to Section
4.01(g)(C)(a)(A), allocated among the Group I/II Senior Certificates, pro rata, based on their Certificate Principal
Balances; then, to the Group I/II Mezzanine Certificates and the Class I/II‐B Certificates, up to the amount of the related
Net WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(g)(C)(a)(A), in the following order of
priority:  first to the Class I/II‐M1 Certificates, second to the Class I/II‐M2 Certificates,
third to the Class I/II‐M3 Certificates, fourth to the Class I/II‐M4 Certificates, fifth to the
Class I/II‐M5 Certificates, sixth to the Class I/II‐M6 Certificates, seventh to the Class I/II‐M7
Certificates, eighth to the Class I/II‐M8 Certificates, ninth to the Class I/II‐M9 Certificates,
tenth to the Class I/II‐M10 Certificates, eleventh to the Class I/II‐B1 Certificates, twelfth to
the Class I/II‐B2 Certificates, thirteenth to the Class I/II‐B3 Certificates, and fourteenth to the Class
I/II‐B4 Certificates, and (B) amounts deposited in the Reserve Fund pursuant to Section 4.01(g)(B)(aa) shall be distributed
first , concurrently, to the Group III Senior Certificates, up to the amount of the related Net WAC Rate Carryover Amount to the
extent not paid pursuant to Section 4.01(g)(C)(a)(B), allocated among the Group III Senior Certificates, pro rata, based on their
Certificate Principal Balances; then, to the Group III Mezzanine Certificates and the Class III‐B Certificates, up to the
amount of the related Net WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(g)(C)(a)(B) above, in the
following order of priority; first to the Class III‐M1 Certificates, second to the Class III‐M2
Certificates, third to the Class III‐M3 Certificates, fourth to the Class III‐M4 Certificates,
fifth to the Class III‐M5 Certificates, sixth to the Class III‐M6 Certificates, seventh to the
Class III‐M7 Certificates, eighth to the class III‐M8 Certificates, ninth to the Class III‐M9
Certificates, tenth to the Class III‐B1 Certificates, eleventh to the Class III‐B2 Certificates and
twelfth to the Class III‐B3 Certificates, in each case to the extent of such amounts remaining in the Reserve Fund, 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 Group I/II Certificates has been reduced to zero, after making all other distributions on such
Distribution Date (including to the Group I/II Certificates and the Group III 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 I/II Cap Agreement.  On the Distribution Date on which the Certificate Principal Balance of the
Group III Senior Certificates has been reduced to zero, after making all other distributions on such Distribution Date (including
to the Group I/II Certificates and the Group III 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
III 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 that were deposited in the Reserve Fund on account of the Group I/II Cap Agreement, the Trustee
shall distribute to the Class I/II-C Certificates all remaining amounts in Portion 2 of the Reserve Fund that was deposited
into the Reserve Fund from the Group I/II Net Monthly Excess Cashflow.  On the Distribution Date on which the Trustee has
distributed to itself all remaining amounts on deposit in Portion 1 of the Reserve Fund that were deposited in the Reserve Fund on
account of the Group III Cap Agreement, the Trustee shall distribute to the Class III-C Certificates all remaining amounts in
Portion 2 of the Reserve Fund that was deposited into the Reserve Fund from the Group III Net Monthly Excess
Cashflow.


(D)       On each Distribution Date, all amounts
representing Prepayment Charges in respect of the Group I/II Mortgage Loans received during the related Prepayment Period shall be
withdrawn from the Distribution Account and distributed by the Trustee to the Class I/II‐P Interest, and shall not be
available for distribution to any other Class of Certificates.  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Group III Mortgage Loans received during the related Prepayment Period shall be withdrawn from the
Distribution Account  and distributed by the Trustee to the Class III-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 with respect to the Group I/II Mortgage Loans 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 I/II‐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 with respect to the Group III Mortgage Loans 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 III‐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.


(h)        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 I/II‐C Certificates (on
account of the Class I/II‐R‐2 Interest) and to the Holders of the Class III‐C Certificates (on account of the
Class III‐R‐2 Interest) to be paid to the Holders of the related 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 account of the Class I/II‐R‐2 Interest and the Class III‐R‐2 Interest on the first
Distribution Date to the Holders of the Class I/II‐C Certificates and the Class III‐C Certificates,
respectively.


(i)         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.


(j)         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.


(k)        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(k)
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. 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(k).


(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 I/II‐CX on any Distribution Date
in respect of the Class I/II‐C Interest under Section 4.01(g) shall, on such Distribution Date, be distributed by REMIC
I/II‐CX to the Holders of the Class I/II‐C Certificates.  Any amounts remaining in REMIC I/II‐CX shall be
distributed to the Holders of the Class R‐CX Certificates in respect of the Class I/II‐CXR Interest.  Any amounts
distributed to REMIC I/II‐PX on any Distribution Date in respect of the Class I/II‐P Interest shall, on such
Distribution Date, be distributed by REMIC I/II‐PX to the Holders of the Class I/II‐P Certificates.  Any amounts
remaining in REMIC I/II‐PX shall be distributed to the Holders of the Class R‐PX Certificates in respect of the Class
I/II-PXR Interest.  Any amounts distributed to REMIC III‐CX on any Distribution Date in respect of the Class III‐C
Interest under Section 4.01(g) shall, on such Distribution Date, be distributed by REMIC III‐CX to the Holders of the Class
III‐C Certificates.  Any amounts remaining in REMIC III‐CX shall be distributed to the Holders of the Class
R‐CX Certificates in respect of the Class III‐CXR Interest.  Any amounts distributed to REMIC III‐PX on any
Distribution Date in respect of the Class III‐P Interest shall, on such Distribution Date, be distributed by REMIC
III‐PX to the Holders of the Class III‐P Certificates.  Any amounts remaining in REMIC III‐PX shall be
distributed to the Holders of the Class R‐PX Certificates in respect of the Class III-PXR Interest.  For the avoidance
of doubt, the provisions of Sections 4.01(i), 4.01(j) and 4.01(k) shall apply to the Class I/II‐C Certificates and the Class
I/II‐P 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 any of 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 Group I/II Overcollateralized Amount, the Group III
Overcollateralized Amount, the Group I/II Overcollateralization Release Amount, the Group III Overcollateralization Release Amount,
the Group I/II Overcollateralization Deficiency Amount, the Group III Overcollateralization Deficiency Amount, the Group I/II
Overcollateralization Target Amount, the Group III Overcollateralization Target Amount for such Distribution Date and the Group
I/II Excess Overcollateralized Amount and the Group III Excess Overcollateralized Amount for the Mortgage Pool, for such
Distribution Date;


(iv)          by Loan Group and in the aggregate for Loan Group I/II, the
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)          the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group III Interest Remittance Amount and the Group I Principal Remittance Amount, the Group II Principal
Remittance Amount and the Group III Principal Remittance Amount for such Distribution Date;


(vi)          by Loan Group and in the aggregate for Loan Group I/II, the
amount of Advances for the related Due Period, the amount of unrecovered Advances (after giving effect to Advances made on the
Distribution Date) outstanding and the amount of Nonrecoverable Advances for such Distribution Date;


(vii)         the Stated Principal Balance for the Group I Mortgage Loans, Group II
Mortgage Loans, and Group III 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)          by Loan Group and in the aggregate for Loan Group I and Loan
Group II, 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, by Loan Group and in the aggregate for Loan Group I/II, the unpaid principal balance and
the Principal Balance of such Mortgage Loan as of the date it became an REO Property;


(xi)          by Loan Group and in the aggregate for Loan Group I/II, 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)         by Loan Group and in the aggregate for Loan Group I/II, the aggregate
amount of Principal Prepayments made during the related Prepayment Period;


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


(xiv)        by Loan Group and in the aggregate for Loan Group I/II, the 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)       by Loan Group and in the aggregate for Loan Group I/II, the aggregate amount of
any Net 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 Group I/II Credit Enhancement Percentage and the Group III 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 Group I/II Stepdown Date, a Group III Stepdown Date, a Group I/II
Trigger Event or a Group III Trigger Event has occurred;


(xxii)       the Group I/II Available Funds and the Group III 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)      by Loan Group and in the aggregate for Loan Group I/II, the Principal Balance of
Mortgage Loans repurchased by the Seller;


(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 with respect to the Group I/II Cap Agreement
and the Group I/II Net Monthly Excess Cashflow and the amount on deposit in the Reserve Fund with respect to the Group III Cap
Agreement and the Group III Net Monthly Excess Cashflow;


(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)       by Loan Group and in the aggregate for Loan Group I/II, 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.


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)        On or before the 18th day of each calendar month commencing in August, 2005,
or if such 18th day is not a Business Day, the Business Day immediately following such 18th day, 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 with respect to a
Group I/II Mortgage Loan 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 Group I/II 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 relating to the Group I/II Mortgage Loans, 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 Group I/II
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.


The amount of Advances to be made by the Master Servicer
with respect to a Group III Mortgage Loan 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 such Group III 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 relating to the Group III Mortgage Loans, 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 Group III 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. 
Reimbursement for Nonrecoverable Advances with respect to a Group I/II Mortgage Loan shall be made to the Master Servicer from the
general funds received with respect to the Group I/II Mortgage Loans and reimbursement for Nonrecoverable Advances with respect to
a Group III Mortgage Loan shall be made to the Master Servicer from the general funds received with respect to the Group III
Mortgage Loans.


 Section 4.05          Distributions on the REMIC Regular
Interests.


(a)        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 I/II-1 to REMIC I/II-2 on account of the
REMIC I/II-1 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R
Certificates (in respect of the Class I/II‐1R Interest), as the case may be:


(i)         first, to the Holders of REMIC I/II-1 Regular Interests AA, IA1, IIA1,
IIA2, IIA3, IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B1, B2, B3, B4 and ZZ, pro rata, an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC I/II-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 I/II-1 Regular Interest ZZ shall be reduced and deferred when the REMIC I/II-1 Overcollateralized Amount is less
than the REMIC I/II-1 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
I/II‐ZZ Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC I/II-1
Regular Interests IA1, IIA1, IIA2, IIA3, IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B1, B2, B3, and B4 in the same proportion
as the Group I/II Extra Principal Distribution Amount is allocated to the Corresponding Certificates;


(ii)        second, the remainder of the Group I/II Available Funds for such Distribution
Date after the distributions in clause (i), shall be allocated as follows:



(A)       98.00% to the Holders of REMIC I/II-1
Regular Interests AA and P, in that order, until the Uncertificated Principal Balance of such REMIC I/II-1 Regular Interest is
reduced to zero, provided, however, that REMIC I/II-1 Regular Interest 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 I/II-1 Regular Interest P, until $100 has
been distributed to REMIC I/II-1 Regular Interest P pursuant to this clause;


(B)       to the Holders of REMIC I/II-1 Regular Interests IA1, IIA1, IIA2, IIA3, IIA4, M1,
M2, M3, M4, M5, M6, M7, M8, M9, M10, B1, B2, B3 and B4, 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 I/II-1 Regular Interests are
reduced to zero;


(C)       to the Holders of REMIC I/II-1 Regular Interest ZZ, 1.00% of such remainder, until
the Uncertificated Principal Balance of such REMIC I/II-1 Regular Interest is reduced to zero; then


(D)       any remaining amount to the Holders of the Class R Certificates (in respect of the
Class I/II-1R Interest);


(iii)       third, all amounts representing Prepayment Charges in respect of the Group I/II
Mortgage Loans received during the related Prepayment Period will be distributed by REMIC I/II-1 to the Holders of REMIC I/II-1
Regular Interest P.  The payment of the foregoing amounts to the Holders of REMIC I/II-1 Regular Interest P shall not reduce
the Uncertificated Principal Balance thereof. 


(b)        On each Distribution Date, the Trustee shall cause the sum of the Group III
Interest Remittance Amount and the Group III Principal Remittance Amount, in the following order of priority, to be distributed by
REMIC III-1 to REMIC III-2 on account of the REMIC III-1 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class III‐1R Interest), as the case may
be:


(i)         first, to the Holders of REMIC III-1 Regular Interests AA, A1, A2, A3,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2, B3 and ZZ, pro rata, an amount equal to (A) the Uncertificated Accrued Interest
for each such REMIC III-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 III-1 Regular
Interest ZZ shall be reduced and deferred when the REMIC III-1 Overcollateralized Amount is less than the REMIC III-1
Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum III‐ZZ
Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC III-1 Regular Interests A1,
A2, A3, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2 and B3 in the same proportion as the Group III Extra Principal Distribution
Amount is allocated to the Corresponding Certificates;


(ii)        second, the remainder of the Group III Available Funds for such Distribution
Date after the distributions in clause (i), shall be allocated as follows:



(A)       98.00% to the Holders of REMIC III-1
Regular Interests AA and P, in that order, until the Uncertificated Principal Balance of such REMIC III-1 Regular Interest is
reduced to zero, provided, however, that REMIC III-1 Regular Interest 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 III-1 Regular Interest P, until $100 has
been distributed to REMIC III-1 Regular Interest P pursuant to this clause;


(B)       to the Holders of REMIC III-1 Regular Interests A1, A2, A3, M1, M2, M3, M4, M5, M6,
M7, M8, M9, B1, B2 and B3, 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 III-1 Regular Interests are reduced to zero;


(C)       to the Holders of REMIC III-1 Regular Interest ZZ, 1.00% of such remainder, until
the Uncertificated Principal Balance of such REMIC III-1 Regular Interest is reduced to zero; then


(D)       any remaining amount to the Holders of the Class R Certificates (in respect of the
Class III-1R Interest);


(iii)       third, all amounts representing Prepayment Charges in respect of the Group III
Mortgage Loans received during the related Prepayment Period will be distributed by REMIC III-1 to the Holders of REMIC III-1
Regular Interest P. The payment of the foregoing amounts to the Holders of REMIC III-1 Regular Interest 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)        (i) If on any Distribution Date, after giving effect to all Realized
Losses incurred with respect to the Group I/II Mortgage Loans during or prior to the related Due Period and distributions of
principal with respect to the Group I/II Certificates on such Distribution Date, the Uncertificated Principal Balance of the Class
I/II-C Interest is equal to zero, Realized Losses equal to the Group I/II Undercollateralized Amount shall be allocated by the
Trustee on such Distribution Date as follows:  first, to the Class I/II-B4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, second, to the Class I/II-B3 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero, third, to the Class I/II-B2 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, fourth, to the Class I/II-B1 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, fifth, to the Class I/II-M10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero,
sixth, to the Class I/II-M9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, seventh, to the
Class I/II-M8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, eighth, to the Class I/II-M7
Certificates, until the Certificate Principal Balance thereof has been reduced to zero, ninth, to the Class I/II-M6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, tenth, to the Class I/II-M5 Certificates until the
Certificate Principal Balance thereof has been reduced to zero, eleventh, to the Class I/II-M4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, twelfth, to the Class I/II-M3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, thirteenth, to the Class I/II-M2 Certificates, until the Certificate Principal Balance
thereof is reduced to zero, and fourteenth, to the Class I/II-M1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero. 


            (ii) If on any Distribution Date after giving effect
to all Realized Losses incurred with respect to the Group III Mortgage Loans during or prior to the related due Period and
distributions of principal with respect to the Group III Certificates on such Distribution Date, the Uncertificated Principal
Balance of the Class III-C Interest is equal to zero, Realized Losses equal to the Group III Undercollateralized Amount shall be
allocated by the Trustee on such Distribution Date as follows: first, to the Class III-B3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, second, to the Class III-B2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, third, to the Class III-B1 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero, fourth, to the Class III-M9 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, fifth, to the Class III-M8 Certificates, until the Certificate Principal Balance thereof  has been reduced to
zero, sixth to the Class III-M7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, seventh, to
the Class III-M6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, eighth, to the Class
III-M5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, ninth, to the Class III-M4
Certificates, until the Certificate Principal Balance thereof has been reduced to zero, tenth, to the Class III-M3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, eleventh, to the Class III-M2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, and twelfth, to the Class III-M1 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 I/II‐C Interest or Class III‐C Interest, shall be
allocated by the Trustee to reduce the distributions in respect of and/or the Certificate Principal Balance of the Class
I/II‐C Certificates and the Class III Certificates, respectively.


(c)        (i)         Realized Losses on the
Group I/II Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC I/II-1 Regular
Interests in the specified percentages, as follows:


first, to Uncertificated Accrued Interest payable to REMIC I/II-1 Regular Interests AA and ZZ, up to an aggregate amount
equal to the REMIC I/II-1 Interest Loss Allocation Amount, 98% and 2%, respectively;


second, to the Uncertificated Principal Balances of REMIC I/II-1 Regular Interests AA and ZZ, up to an aggregate amount
equal to the REMIC I/II-1 Principal Loss Allocation Amount, 98% and 2%, respectively;


third, 98% to the Uncertificated Principal Balance of REMIC I/II-1 Regular Interest AA, 1% to the Uncertificated
Principal Balance of REMIC I/II-1 Regular Interest ZZ, and 1% to the Uncertificated Principal Balances of each of REMIC I/II
Regular Interests B4, B3, B2, and B1, in that order, until the Uncertificated Principal Balance of each of REMIC I/II-1 Regular
Interests B4, B3, B2 and B1 has been reduced to zero; and


fourth, 98% to the Uncertificated Principal Balance of REMIC I/II-1 Regular Interest AA, 1% to the Uncertificated
Principal Balance of REMIC I/II-1 Regular Interest ZZ, and 1% to the Uncertificated Principal Balances of each of REMIC I/II
Regular Interests M10, M9, M8, M7, M6, M5, M4, M3, M2 and M1, in that order, until the Uncertificated Principal Balance of each of
REMIC I/II-1 Regular Interests M10, M9, M8, M7, M6, M5, M4, M3, M2 and M1, has been reduced to zero.


(ii)        Realized Losses on the Group III Mortgage Loans shall be allocated by the
Trustee on each Distribution Date to the following REMIC III-1 Regular Interests in the specified percentages, as
follows:


first, to Uncertificated Accrued Interest payable to REMIC III-1 Regular Interests AA and ZZ, up to an aggregate amount
equal to the REMIC III-1 Interest Loss Allocation Amount, 98% and 2%, respectively;


second, to the Uncertificated Principal Balances of REMIC III-1 Regular Interests AA and ZZ, up to an aggregate amount
equal to the REMIC III-1 Principal Loss Allocation Amount, 98% and 2%, respectively;


third, 98% to the Uncertificated Principal Balance of REMIC III-1 Regular Interest AA, 1% to the Uncertificated
Principal Balance of REMIC III-1 Regular Interest ZZ, and 1% to the Uncertificated Principal Balances of each of REMIC III Regular
Interests B3, B2, and B1, in that order, until the Uncertificated Principal Balance of each of REMIC III-1 Regular Interests B3, B2
and B1 has been reduced to zero; and


fourth, 98% to the Uncertificated Principal Balance of REMIC III-1 Regular Interest AA, 1% to the Uncertificated
Principal Balance of REMIC III-1 Regular Interest ZZ, and 1% to the Uncertificated Principal Balances of each of REMIC III Regular
Interests M9, M8, M7, M6, M5, M4, M3, M2 and M1, in that order, until the Uncertificated Principal Balance of each of REMIC III-1
Regular Interests M9, M8, M7, M6, M5, M4, M3, M2 and M1, has been reduced to zero.


(d)       
(i)         If on any Distribution Date Allocated Realized Loss Amounts are to be
reinstated due to Subsequent Recoveries on Group I/II Mortgage Loans, the Allocated Realized Loss Amounts shall be reinstated by
the Trustee on such Distribution Date to increase the Certificate Principal Balances of the Group I/II Mezzanine Certificates and
the Class I/II-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 I/II-M1 Certificates, second to the Class I/II-M2 Certificates,
third to the Class I/II-M3 Certificates, fourth to the Class I/II-M4 Certificates, fifth to the Class I/II-M5
Certificates, sixth to the Class I/II-M6 Certificates, seventh to the Class I/II-M7 Certificates, eighth to
the Class I/II-M8 Certificates, ninth to the Class I/II-M9 Certificates, tenth to the Class I/II-M10 Certificates,
eleventh to the Class I/II-B1 Certificates, twelfth, to the Class I/II-B2 Certificates, thirteenth, to the
Class I/II-B3 Certificates and fourteenth, to the Class I/II-B4 Certificates. 


 


(ii)        If on any Distribution Date, Allocated Realized Loss Amounts are to be
reinstated due to Subsequent Recoveries on the Group III Mortgage Loans, the Allocated Realized Loss Amounts shall be reinstated by
the Trustee on such Distribution Date to increase the Certificate Principal Balances of the Group III Mezzanine Certificates and
the Class III-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 III-M1 Certificates, second, to the Class III-M2 Certificates,
third, to the Class III-M3 Certificates, fourth, to the Class III-M4 Certificates, fifth, to the Class III-M5
Certificates, sixth to the Class III-M6 Certificates, seventh, to the Class III-M7 Certificates, eighth, to
the Class III-M8 Certificates, ninth, to the Class III-M9 Certificates, tenth, to the Class III-B1 Certificates,
eleventh, to the Class III-B2 Certificates, and twelfth, to the Class III-B3 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)        (i)         If on any Distribution
Date Subsequent Recoveries occurred in the related Prepayment Period with respect to the Group I/II Mortgage Loans, the amount of
such Subsequent Recoveries shall be allocated among the REMIC I/II-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)        If on
any Distribution Date Subsequent Recoveries occurred in the related Prepayment Period with respect to the Group III Mortgage Loans,
the amount of such Subsequent Recoveries shall be allocated among the REMIC III-1 Regular Interests in the same proportions and
amounts, but in the reverse order, as 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.  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 I/II‐1 and REMIC III‐1.


The Certificates will be substantially in the forms
annexed hereto as Exhibits A‐1 through A‐41.  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
Certificate to be made without registration under the Securities Act (other than in connection with the initial sale of the Class B
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 Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit J‐1A hereto and a certificate from such Class B
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 Certificateholder and the Class B Certificateholder’s prospective
transferee will be deemed to have represented such certification).  In the event of any such transfer of any Class C
Certificate, Class P Certificate or Residual Certificate (other than in connection with (i) the initial transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the Depositor to the Seller, (ii) the transfer of any 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 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 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 and Prohibited Transaction Exemption (“PTE”)
90‐59 (as such PTE is 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 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 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 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.  Neither an Opinion of
Counsel nor any certification will be required in connection with the (i) initial transfer of any Class C Certificate, Class P
Certificate or Residual Certificates by the Depositor to the Seller, (ii) the transfer of any 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 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 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 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 C Certificate, Class P Certificate or Residual Certificates by the
Depositor to the Seller, (ii) the transfer of any 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
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 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)       [Reserved.]


(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 (v) 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 (x) with respect to a Group
I/II Mortgage Loan only if (i) such advance, in the good faith judgment of the Trustee can reasonably be expected to be
ultimately recoverable from Stayed Funds allocable to the Group I/II Mortgage Loans and (ii) the Trustee is not prohibited by
law from making such advance or obligating itself to do so and (y) with respect to a Group III Mortgage Loan only if (i) such
advance, in the good faith judgment of the Trustee, can reasonably be expected to be ultimately recoverable from Stayed Funds
allocable to the Group III Mortgage Loans 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 for the Group I/II Mortgage Loans from the Group I/II Available
Funds only and for the Group III Mortgage Loans from the Group III Available Funds only; 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, (i) for Group I/II Mortgage Loans, an amount equal to the portion of such advance attributable to the
Stayed Funds allocable to the Group I/II Mortgage Loans and (ii) for Group III Mortgage Loans, an amount equal to the portion of
such advance attributable to the Stayed Funds allocable to the Group III Mortgage Loans.


 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 Agreements) 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 I/II‐1 or REMIC
III‐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 I/II‐1 or REMIC III‐1, and to vest in such Person or Persons, in such capacity, such title to
REMIC I/II‐1 or REMIC III‐1, as applicable, 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 I/II‐1 or REMIC III‐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 I/II-1 Regular Interests, the REMIC III-1 Regular Interests, the REMIC I/II-2 Regular Interests, the REMIC
III-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 one or more
Terminators (as defined below) of all Mortgage Loans and each REO Property remaining in each of REMIC I/II‐1 and REMIC
III‐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 I/II‐1 and REMIC III‐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 a Terminator
of all Mortgage Loans and each REO Property remaining in REMIC I/II‐1 or REMIC III-1 shall be at a price (the
“Termination Price”) equal to (x) if the Terminator is the Master Servicer, (A) with respect to the Group I/II Mortgage
Loans, 100% of the aggregate Stated Principal Balance of all the Group I/II Mortgage Loans included in REMIC I/II‐1 and
accrued interest on the Stated Principal Balance of each such Group I/II 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 I/II‐1, such appraisal to be conducted by an appraiser selected by the
Terminator in its reasonable discretion and (B) with respect to the Group III Mortgage Loans, 100% of the aggregate Stated
Principal Balance of all the Group III Mortgage Loans included in REMIC III‐1 and accrued interest on the Stated Principal
Balance of each such Group III 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
III‐1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (y) if the
Terminator is the Holder of a majority of the Percentage Interest in the Class I/II‐C Certificates or the Class III‐C
Certificates, as applicable, or the NIMS Insurer (A) with respect to the Group I/II Mortgage Loans, the greater of (i) the
aggregate Purchase Price of all the Group I/II Mortgage Loans included in REMIC I/II‐1, plus the appraised value of each REO
Property, if any, included in REMIC I/II‐1, such appraisal to be conducted by an appraiser selected by the Terminator in its
reasonable discretion, and (ii) the aggregate fair market value of all of the assets of REMIC I/II‐1 relating to the Group
I/II Mortgage Loans (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 Group I/II Certificateholders pursuant to Section 9.01(c)), 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 and (B) with respect to the Group III Mortgage Loans,
the greater of (i) the aggregate Purchase Price of all the Group III Mortgage Loans included in REMIC III‐1, plus the
appraised value of each related REO Property, if any, included in REMIC III‐1, such appraisal to be conducted by an appraiser
selected by the Terminator in its reasonable discretion and (ii) the aggregate fair market value of all of the assets of REMIC
III‐1 relating to the Group III Mortgage Loans (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 Group III Certificateholders
pursuant to Section 9.01(c)), 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)        (i)         The Holder of a majority
of the Percentage Interest in the Class I/II‐C Certificates (or, if the Holder of a majority of the Percentage Interest in
the Class I/II‐C Certificates fails to exercise such right, the Master Servicer or, if the Master Servicer fails to exercise
such right, the NIMS Insurer, shall have the right (the party exercising such right, the “Terminator”) to purchase all
of the Group I/II Mortgage Loans and each REO Property remaining in REMIC I/II-1 pursuant to Section 9.01(a) no later than the
Determination Date in the month immediately preceding the Distribution Date on which the Group I/II Certificates will be retired;
provided, however, that the Terminator may elect to purchase all of the Group I/II Mortgage Loans and each REO Property remaining
in REMIC I/II-1 pursuant to Section 9.01(a) only if the aggregate Stated Principal Balance of the Group I/II Mortgage Loans and all
REO Property remaining in REMIC I/II‐1 at the time of such election is equal to or less than 10% of the Cut-Off Date
Principal Balance of the Group I/II Closing Date Mortgage Loans.  Additionally, if the Terminator is the Master Servicer, the
Terminator may elect to  purchase all of the Group I/II Mortgage Loans and each REO Property in REMIC I/II-1 pursuant to
Section 9.01(a) only if the Termination Price (x) is equal to or less than the aggregate fair market value of all of the assets of
REMIC I/II‐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 Group I/II Certificateholders pursuant to Section 9.01(c)) and (y)
will result in distributions on the Group I/II 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 liquidation of REMIC I/II-1 hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of such liquidation, to pay any such amounts to the
Holders of the Class I/II‐C Certificates.


(ii)        The Holder of a majority of the Percentage Interest in the Class III-C
Certificates (or if the Holder of a majority of the Percentage Interest in the Class III-C Certificates fails to exercise such
right, the Master Servicer, or if the Master Servicer fails to exercise such right, the NIMS Insurer, shall have the right (the
party exercising such right, the “Terminator”) to purchase all of the Group III Mortgage Loans and each related REO
Property remaining in REMIC III‐1 pursuant to Section 9.01(a) no later than the Determination Date in the month immediately
preceding the Distribution Date on which the Group III Certificates will be retired; provided, however, that the Terminator may
elect to purchase all of the Group III Mortgage Loans and each related REO Property remaining in REMIC III-1 pursuant to Section
9.01(a) only if the aggregate Stated Principal Balance of the Group III Mortgage Loans and each REO Property remaining in REMIC
III‐1 at the time of such election is equal to or less than 10% of the Cut-Off Date Principal Balance of the Group III
Closing Date Mortgage Loans.  Additionally, if the Terminator is the Master Servicer, the Terminator may elect to purchase all
of the Group III Mortgage Loans and each related REO Property in REMIC III‐1 pursuant to Section 9.01(a) only if the
Termination Price (x) is equal to or less than the aggregate fair market value of all of the assets of REMIC III‐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 Group III Certificateholders pursuant to Section 9.01(c)) and (y) will result in distributions
on the Group III 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 liquidation of REMIC III-1 hereunder, to assign and transfer any amounts in excess of
par, and to the extent received in respect of such liquidation, to pay such amounts to the Holders of the Class III-C
Certificates.


(c)        Notice of the liquidation of the REMIC I/II‐1 Regular Interests or the
REMIC III‐1 Regular Interests shall be given promptly by the Trustee by letter to Group I/II Certificateholders or Group III
Certificateholders, as applicable, mailed (a) in the event such notice is given in connection with the purchase of the Group I/II
Mortgage Loans or the Group III Mortgage Loans and each related 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 Group I/II Certificates or Group
III Certificates, as applicable, 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 final payment in respect of the REMIC I/II‐1
Regular Interests or the REMIC III‐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 I/II-1 Regular Interests or the REMIC III‐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 related 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 (x) any
amounts which the Master Servicer would be permitted to withdraw and retain from the Collection Account pursuant to
Section 3.11 and (y) 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 in REMIC I/II‐1 or REMIC III‐1, as applicable, and the Trustee shall execute all assignments, endorsements and
other instruments necessary to effectuate such transfer.


(d)        Upon presentation of the related Certificates by the Certificateholders on the
final Distribution Date of either the REMIC I/II‐1 Regular Interests or the REMIC III‐1 Regular Interests, the Trustee
shall distribute to each Certificateholder so presenting and surrendering its related Certificates the amount otherwise
distributable on such Distribution Date in accordance with Section 4.01 in respect of the related Certificates so presented
and surrendered.  Any funds not distributed to any Holder or Holders of the 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 REMIC I/II‐1 or REMIC III‐1, as
applicable.  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. 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 both the Group I/II Certificates and the Group III Certificates, the Trust Fund shall
terminate.


 Section 9.02          Additional Termination
Requirements.


(a)        If the Terminator purchases all the Group I/II Mortgage Loans and all related
REO Property, on the final payment on or other liquidation of the last Group I/II Mortgage Loan or related REO Property remaining
in REMIC I/II-1 pursuant to Section 9.01, REMIC I/II-1 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 the final Tax Return of each REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX and REMIC I/II-PX 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 REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX and
REMIC I/II-PX, 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 I/II-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 Class R Certificates, the Class R-CX
Certificates, or the Class R-PX Certificates, as applicable, all cash on hand in the Trust Fund (other than cash retained to meet
claims), and each of REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX and REMIC I/II-PX shall terminate at that time.  If REMIC
III-1, REMIC III-2, REMIC III-CX and REMIC III-PX have previously terminated pursuant to Sections 9.01 and 9.02(b), the Trust Fund
shall also terminate at that time.


(b)        If the Terminator purchases all the Group III Mortgage Loans and all related
REO Property, on the final payment on or other liquidation of the last Group III Mortgage Loan or related REO Property remaining in
REMIC III-1 pursuant to Section 9.01, REMIC III-1 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 the final Tax Return of each REMIC III-1, REMIC III-2, REMIC III-CX and REMIC III-PX 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 REMIC III-1, REMIC III-2, REMIC III-CX and REMIC
III-PX, 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 III-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 Class R Certificates, the Class R-CX
Certificates, or the Class R-PX Certificates, as applicable, all cash on hand in the Trust Fund (other than cash retained to meet
claims), and each of REMIC III-1, REMIC III-2, REMIC III-CX and REMIC III-PX shall terminate at that time.  If REMIC I/II-1,
REMIC I/II-2, REMIC I/II-CX and REMIC I/II-PX have previously terminated pursuant to Sections 9.01 and 9.02(a), the Trust Fund
shall also terminate at that time.


(c)        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) or (b).


(d)        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 I/II-1, the REMIC I/II-1 Regular
Interests shall be designated as the Regular Interests in REMIC I/II-1 and the Class I/II-R1 Interest shall be designated as
the Residual Interest in REMIC I/II-1.  For the purposes of the REMIC election in respect of REMIC I/II-2, (i) the
Regular Certificates (other than the Class I/II-C Certificates and the Class I/II-P Certificates) and the REMIC I/II-2 Regular
Interests shall be designated as the Regular Interests in REMIC I/II-2 and (ii) the Class I/II-R2 Interest shall be designated as
the Residual Interest in REMIC I/II-2.  For the purposes of the REMIC election in respect of REMIC I/II-CX, the Class
I/II-C Certificates shall be designated as the Regular Interests in REMIC I/II-CX and the Class I/II-CXR Interest shall be
designated as the Residual Interest in REMIC I/II-CX.  For the purposes of the REMIC election in respect of REMIC
I/II-PX, the Class I/II-P Certificates shall be designated as the Regular Interests in REMIC I/II-PX and the Class I/II-PXR
Interest shall be designated as the Residual Interest in REMIC I/II-PX.  For the purposes of the REMIC election in respect of
REMIC III-1, the REMIC III-1 Regular Interests shall be designated as the Regular Interests in REMIC III-1 and the
Class III-R1 Interest shall be designated as the Residual Interest in REMIC III-1.  For the purposes of the REMIC
election in respect of REMIC III-2, (i) the Regular Certificates (other than the Class III-C Certificates and the Class III-P
Certificates) and the REMIC III-2 Regular Interests shall be designated as the Regular Interests in REMIC III-2 and (ii) the Class
III-R2 Interest shall be designated as the Residual Interest in REMIC III-2.  For the purposes of the REMIC election in
respect of REMIC III-CX, the Class III-C Certificates shall be designated as the Regular Interests in REMIC III-CX and
the Class III-CXR Interest shall be designated as the Residual Interest in REMIC III-CX.  For the purposes of the REMIC
election in respect of REMIC III-PX, the Class III-P Certificates shall be designated as the Regular Interests in REMIC III-PX and
the Class III-PXR Interest shall be designated as the Residual Interest in REMIC III-PX.  The Trustee shall not permit the
creation of any “interests” in REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX, REMIC I/II-PX REMIC III-1,
REMIC III-2, REMIC III-CX or REMIC III-PX (within the meaning of Section 860G of the Code) other than the
REMIC I/II-1 Regular Interests, the REMIC I/II-2 Regular Interests, REMIC III-1 Regular Interests, the REMIC III-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 I/II‐CX, REMIC III‐CX, REMIC I/II‐PX
and REMIC III‐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 I/II‐CX and REMIC III‐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 I/II‐PX
and REMIC III‐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
I/II‐1 and REMIC III‐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 I/II‐1 or REMIC III‐1, (iii) the termination of REMIC I/II‐1
or REMIC III‐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 LB05W1 (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 (i) Moody’s Investors Service, Inc., 99 Church Street, New York, NY 10048,
Attention:  MBS Monitoring/Long Beach Mortgage Loan Trust 2005‐WL1; (ii) Fitch, Inc., One State Street Plaza, New York,
New York 10004, (iii) Standard & Poor’s Rating Services, Inc., 55 Water Street, New York, New York 10041; (iv) Dominion
Bond Rating Service, Inc., 55 Broadway, New York, New York 10006; and (v) 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:     James Mark


Title:        Authorized Officer


 


LONG
BEACH MORTGAGE COMPANY,


  as
Master Servicer


 


 


By: 
                                                                            


Name:     Richard Fisher


Title:        Senior Vice President


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,


  as
Trustee


 


 


By: 
                                                                            


Name:     Valerie Delgado


Title:        Assistant Vice President


 


 


By:                                                                              


Name:     Nicholas Gisler


Title:        Associate


 


 











STATE OF
WASHINGTON              )


                                                           
)  ss.:


COUNTY OF
KING                         
)


 


On July ___, 2005 before me,
_____________________________, personally appeared JAMES MARK, 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
WASHINGTON              )


                                                           
)  ss.:


COUNTY OF
KING                         
)


 


On July ___, 2005 before me,
_____________________________, personally appeared RICHARD FISHER, 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 July ___, 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)








STATE OF
CALIFORNIA                 )


                                                           
)  ss.:


COUNTY OF
ORANGE                   
)


 


 


On July ___, 2005 before me,
_____________________________, personally appeared Nicholas Gisler, 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-A4
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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-A4


	
Assumed Maturity Date

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class II-A4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to the Trust consisting of 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-A4 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-A4
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-A4 Certificate (obtained by dividing the Denomination of this Class
II-A4 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 July 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-A4 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-A4 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-A4 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-A4 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class II-A4 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
II-A4 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 III-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-A1


	
Assumed Maturity Date

	
:

	
June, 2045





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-A1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to the Trust consisting of 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 III-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 III-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 III-A1 Certificate (obtained by dividing the Denomination of this Class
III-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 July 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 III-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 III-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 III-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 III-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-A1 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-A1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 III-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-A2


	
Assumed Maturity Date

	
:

	
June, 2045





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-A2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to the Trust consisting of 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 III-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 III-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 III-A2 Certificate (obtained by dividing the Denomination of this Class
III-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 July 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 III-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 III-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 III-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 III-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-A2 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-A2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 III-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-A3


	
Assumed Maturity Date

	
:

	
June, 2045





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-A3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to the Trust consisting of 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 III-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 III-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 III-A3 Certificate (obtained by dividing the Denomination of this Class
III-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 July 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 III-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 III-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 III-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 III-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST
2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-A3 Certificates

 referenced in the within-mentioned

 Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-A3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M1
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 II-A4
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M1


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M1 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/II-M1
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/II-M1 Certificate (obtained by dividing the Denomination of this Class
I/II-M1 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 July 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/II-M1 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/II-M1 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/II-M1 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/II-M1 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M2
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 II-A4
CERTIFICATES AND THE CLASS I/II-M1 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M2


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M2 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/II-M2
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/II-M2 Certificate (obtained by dividing the Denomination of this Class
I/II-M2 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 July 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/II-M2 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/II-M2 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/II-M2 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/II-M2 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M2 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M3
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES AND THE CLASS I/II-M2 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M3


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M3 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/II-M3
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/II-M3 Certificate (obtained by dividing the Denomination of this Class
I/II-M3 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 July 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/II-M3 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/II-M3 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/II-M3 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/II-M3 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:  July __,
2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M3 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M4
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES AND THE CLASS I/II-M3 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M4


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M4 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/II-M4
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/II-M4 Certificate (obtained by dividing the Denomination of this Class
I/II-M4 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 July 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/II-M4 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/II-M4 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/II-M4 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/II-M4 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M4 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M4 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M5
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES AND THE CLASS I/II-M4
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M5


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M5


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M5 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/II-M5
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/II-M5 Certificate (obtained by dividing the Denomination of this Class
I/II-M5 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 July 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/II-M5 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/II-M5 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/II-M5 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/II-M5 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M5 Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M5 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M6
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES AND THE CLASS I/II-M5 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M6


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M6


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M6 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/II-M6
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/II-M6 Certificate (obtained by dividing the Denomination of this Class
I/II-M6 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 July 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/II-M6 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/II-M6 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/II-M6 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/II-M6 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M6 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M6 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M7
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES AND THE CLASS I/II-M6 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M7


	
Assumed Maturity Date

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M7


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M7 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/II-M7
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/II-M7 Certificate (obtained by dividing the Denomination of this Class
I/II-M7 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 July 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/II-M7 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/II-M7 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/II-M7 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/II-M7 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M7 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M7 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M8
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES AND THE CLASS I/II-M7 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M8


	
Assumed Maturity Date

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M8


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M8 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/II-M8
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/II-M8 Certificate (obtained by dividing the Denomination of this Class
I/II-M8 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 July 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/II-M8 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/II-M8 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/II-M8 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/II-M8 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M8 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M8 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M9
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES AND THE CLASS I/II-M8
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M9


	
Assumed Maturity Date

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M9


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M9 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/II-M9
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/II-M9 Certificate (obtained by dividing the Denomination of this Class
I/II-M9 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 July 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/II-M9 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/II-M9 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/II-M9 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/II-M9 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-M9 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M9 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 I/II-M10
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES AND THE CLASS I/II-M8
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-M10


	
Assumed Maturity Date

	
:

	
June, 2035





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-M10


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-M10 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/II-M10
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/II-M10 Certificate (obtained by dividing the Denomination of this Class
I/II-M10 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 July 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/II-M10 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/II-M10 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/II-M10 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/II-M10 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By       
                                                                       


 


This is one of the
Class I/II-M10 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-M10 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 III-M1
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES AND THE CLASS III-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M1


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M1 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M1
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 III-M1 Certificate (obtained by dividing the Denomination of this Class
III-M1 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 July 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 III-M1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M1 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 III-M1 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 III-M1 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 III-M2
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES AND THE CLASS III-M1 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M2


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M2 Certificate at any time may
be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M2
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 III-M2 Certificate (obtained by dividing the Denomination of this Class
III-M2 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 July 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 III-M2 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M2 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 III-M2 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 III-M2 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M2 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-21


 


CLASS III-M3
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES AND THE CLASS III-M2
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M3


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M3 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M3
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 III-M3 Certificate (obtained by dividing the Denomination of this Class
III-M3 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 July 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 III-M3 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M3 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 III-M3 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 III-M3 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:  July __,
2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M3 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-22


 


CLASS III-M4
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES AND THE CLASS III-M3 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M4


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M4 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M4
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 III-M4 Certificate (obtained by dividing the Denomination of this Class
III-M4 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 July 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 III-M4 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M4 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 III-M4 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 III-M4 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M4 Certificates

 referenced in the within-mentioned Agreement






By                                                                               


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M4 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-23


 


CLASS III-M5
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES AND THE CLASS III-M4 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M5


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M5


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M5 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M5
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 III-M5 Certificate (obtained by dividing the Denomination of this Class
III-M5 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 July 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 III-M5 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M5 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 III-M5 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 III-M5 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M5 Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M5 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-24


 


CLASS III-M6
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES AND THE CLASS III-M5 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M6


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M6


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M6 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M6
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 III-M6 Certificate (obtained by dividing the Denomination of this Class
III-M6 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 July 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 III-M6 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M6 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 III-M6 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 III-M6 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M6 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M6 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-25


 


CLASS III-M7
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES AND THE CLASS III-M6
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M7


	
Assumed Maturity Date

	
:

	
June, 2045





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M7


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M7 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M7
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 III-M7 Certificate (obtained by dividing the Denomination of this Class
III-M7 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 July 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 III-M7 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M7 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 III-M7 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 III-M7 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M7 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M7 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-26


 


CLASS III-M8
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES AND THE CLASS III-M7 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M8


	
Assumed Maturity Date

	
:

	
June, 2045





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M8


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M8 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M8
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 III-M8 Certificate (obtained by dividing the Denomination of this Class
III-M8 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 July 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 III-M8 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M8 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 III-M8 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 III-M8 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M8 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M8 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-27


 


CLASS III-M9
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES, THE CLASS III-M7 CERTIFICATES, THE CLASS III-M8 CERTIFICATES AND THE CLASS III-M9 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-M9


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-M9


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-M9 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-M9
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 III-M9 Certificate (obtained by dividing the Denomination of this Class
III-M9 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 July 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 III-M9 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-M9 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 III-M9 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 III-M9 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-M9 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-M9 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-28


CLASS I/II-B1
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES, THE CLASS I/II-M8
CERTIFICATES, THE CLASS I/II-M9 CERTIFICATES AND THE CLASS I/II-M10 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-B1


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-B1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-B1 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/II-B1
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/II-B1 Certificate (obtained by dividing the Denomination of this Class
I/II-B1 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 July 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/II-B1 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/II-B1 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 I/II-B1 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/II-B1 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class I/II-B1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-B1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-29


CLASS I/II-B2
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES, THE CLASS I/II-M8
CERTIFICATES, THE CLASS I/II-M9 CERTIFICATES, THE CLASS I/II-M10 CERTIFICATES AND THE CLASS I/II-B1 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-B2


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-B2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-B2 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/II-B2
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/II-B2 Certificate (obtained by dividing the Denomination of this Class
I/II-B2 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 July 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/II-B2 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/II-B2 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 I/II-B2 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/II-B2 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class I/II-B2 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-B2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-30


CLASS I/II-B3
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES, THE CLASS I/II-M8
CERTIFICATES, THE CLASS I/II-M9 CERTIFICATES, THE CLASS I/II-M10 CERTIFICATES, THE CLASS I/II-B1 CERTIFICATES AND THE CLASS I/II-B2
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-B3


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-B3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-B3 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/II-B3
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/II-B3 Certificate (obtained by dividing the Denomination of this Class
I/II-B3 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 July 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/II-B3 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/II-B3 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 I/II-B3 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/II-B3 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class I/II-B3 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-B3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-31


CLASS I/II-B4
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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES, THE CLASS I/II-M8
CERTIFICATES, THE CLASS I/II-M9 CERTIFICATES, THE CLASS I/II-M10 CERTIFICATES, THE CLASS I/II-B1 CERTIFICATES, THE CLASS I/II-B2
CERTIFICATES AND THE CLASS I/II-B3 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-B4


	
Assumed Maturity Date

	
:

	
June, 2035





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-B4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-B4 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/II-B4
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/II-B4 Certificate (obtained by dividing the Denomination of this Class
I/II-B4 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 July 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/II-B4 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/II-B4 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 I/II-B4 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/II-B4 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class I/II-B4 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-B4 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-32


CLASS III-B1
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES, THE CLASS III-M7 CERTIFICATES, THE CLASS III-M8 CERTIFICATES AND THE CLASS III-M9 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-B1


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-B1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-B1 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-B1
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 III-B1 Certificate (obtained by dividing the Denomination of this Class
III-B1 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 July 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 III-B1 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-B1 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 III-B1 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 III-B1 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class III-B1 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-B1 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-33


CLASS III-B2
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES, THE CLASS III-M7 CERTIFICATES, THE CLASS III-M8 CERTIFICATES, THE CLASS III-M9 CERTIFICATES AND THE CLASS III-B1
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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-B2


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-B2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-B2 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-B2
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 III-B2 Certificate (obtained by dividing the Denomination of this Class
III-B2 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 July 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 III-B2 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-B2 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 III-B2 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 III-B2 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class III-B2 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-B2 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-34


CLASS III-B3
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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES, THE CLASS III-M7 CERTIFICATES, THE CLASS III-M8 CERTIFICATES, THE CLASS III-M9 CERTIFICATES, THE CLASS III-B1
CERTIFICATES AND THE CLASS III-B2 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-B3


	
Assumed Maturity Date

	
:

	
June, 2045





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-B3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-B3 Certificate at any time may be
less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein.  This Class III-B3
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 III-B3 Certificate (obtained by dividing the Denomination of this Class
III-B3 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 July 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 III-B3 Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class III-B3 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 III-B3 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 III-B3 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                             


 


This is one of the
Class III-B3 Certificates

 referenced in the within-mentioned Agreement






By                                                                   


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-B3 Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-35


 CLASS
I/II-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 II-A4
CERTIFICATES, THE CLASS I/II-M1 CERTIFICATES, THE CLASS I/II-M2 CERTIFICATES, THE CLASS I/II-M3 CERTIFICATES, THE CLASS I/II-M4
CERTIFICATES, THE CLASS I/II-M5 CERTIFICATES, THE CLASS I/II-M6 CERTIFICATES, THE CLASS I/II-M7 CERTIFICATES, THE CLASS I/II-M8
CERTIFICATES, THE CLASS I/II-M9 CERTIFICATES, THE CLASS I/II-M10 CERTIFICATES, THE CLASS I/II-B1 CERTIFICATES, THE CLASS I/II-B2
CERTIFICATES, THE CLASS I/II-B3 CERTIFICATES AND THE CLASS I/II-B4 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-C





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-C


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-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 I/II-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 Greenwich Capital Financial Products,
Inc. is the registered owner of the Percentage Interest evidenced by this Class I/II-C Certificate (obtained by dividing the
Denomination of this Class I/II-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 July 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/II-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 I/II-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 I/II-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 I/II-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-C Certificates

referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

            Deutsche Bank National Trust Company,

            as Trustee


 


[Reverse of Class
I/II-C Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-36


 


CLASS III-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 III-A1
CERTIFICATES, THE CLASS III-A2 CERTIFICATES, THE CLASS III-A3 CERTIFICATES, THE CLASS III-M1 CERTIFICATES, THE CLASS III-M2
CERTIFICATES, THE CLASS III-M3 CERTIFICATES, THE CLASS III-M4 CERTIFICATES, THE CLASS III-M5 CERTIFICATES, THE CLASS III-M6
CERTIFICATES, THE CLASS III-M7 CERTIFICATES, THE CLASS III-M8 CERTIFICATES, THE CLASS III-M9 CERTIFICATES, THE CLASS III-B1
CERTIFICATES, THE CLASS III-B2 CERTIFICATES AND THE CLASS III-B3 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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-C





 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-C


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-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 III-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 Greenwich Capital Financial Products,
Inc. is the registered owner of the Percentage Interest evidenced by this Class III-C Certificate (obtained by dividing the
Denomination of this Class III-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 July 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 III-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 III-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 III-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 III-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-C Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

             Deutsche Bank National Trust Company,

             as Trustee


 


[Reverse of Class
III-C Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-37


 


CLASS I/II-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
I/II-P





 


 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class I/II-P


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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/II-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 I/II-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 Greenwich Capital Financial Products,
Inc. is the registered owner of the Percentage Interest evidenced by this Class I/II-P Certificate (obtained by dividing the
Denomination of this Class I/II-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 July 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/II-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 I/II-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 I/II-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 I/II-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class I/II-P Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
I/II-P Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-38


 


CLASS III-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, July 1, 2005


	
First Distribution Date

	
:

	
August 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

	
:

	
III-P





 


 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

Class III-P


 


evidencing the Percentage Interest in the distributions allocable to the Certificates
of the above-referenced Class with respect to the Trust consisting of 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 III-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 III-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 Greenwich Capital Financial Products,
Inc. is the registered owner of the Percentage Interest evidenced by this Class III-P Certificate (obtained by dividing the
Denomination of this Class III-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 July 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 III-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 III-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 III-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 III-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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


By:       DEUTSCHE BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee


 


 


By                                                                               


 


This is one of the
Class III-P Certificates

 referenced in the within-mentioned Agreement






By                                                       


             Authorized Signatory of

            Deutsche Bank National Trust Company,

             as Trustee


 


 


[Reverse of Class
III-P Certificate]


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-39


 


CLASS R
CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS “RESIDUAL INTERESTS” IN FOUR 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, July 1, 2005


	
First Distribution Date

	
:

	
August 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 Greenwich Capital Markets, Inc. 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 July 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:  July __, 2005


 


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 with respect to the Class I/II NIM Notes or the Class
III NIM Notes, respectively, in connection with any amounts distributable to the Holders of the Class R Certificates pursuant to
Section 4.01(g)(A)(ee) or Section 4.01(g)(B)(ee), respectively, 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 I/II-C
Certificates or the Class III-C Certificates, respectively.  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 I/II-C Certificates or the Class III-C Certificates, as applicable.


 


            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-40


CLASS R-CX
CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” 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-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, July 1, 2005


	
First Distribution Date

	
:

	
August 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-CX





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 Greenwich Capital Markets, Inc. 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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-41


 


CLASS R-PX
CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” 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-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, July 1, 2005


	
First Distribution Date

	
:

	
August 25, 2005


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-PX





 


 


Long Beach
Mortgage Loan Trust 2005‐WL1

Asset-Backed Certificates,

Series 2005‐WL1

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 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 Greenwich Capital Markets, Inc. 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 July 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:  July __, 2005


LONG BEACH MORTGAGE LOAN TRUST 2005‐WL1


 


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‐WL1

Asset-Backed Certificates,

Series 2005‐WL1


 


            This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates, Series 2005‐WL1 (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 Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the
Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class I/II-C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group I/II Mortgage Loans
in the manner and at a purchase price determined as provided in the Agreement.  On any Distribution Date following the date at
which the remaining Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than
10% of the Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, the holder of the majority of the Class
III-C Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust the Group III Mortgage
Loans in the manner and at a purchase price determined as provided in the Agreement.  In the event that at least one such
optional terminations does not occur, 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 June, 2045.


 


            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 GROUP
I/II Cap Agreement



 


 


 


Dated: 
July 15, 2005


 


Rate Cap
Transaction


 


Re:   BNY Reference No. 36182


 


Ladies and
Gentlemen:


 


The purpose of this
letter agreement (“Agreement”) is to confirm the terms and conditions of the rate cap Transaction entered into on the
Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly
organized and existing under the laws of the State of New York and Deutsche Bank National Trust Company, not
individually, but solely as Trustee (the “Trustee”) on behalf of Long Beach Mortgage Loan Trust 2005-WL1 (the
“Counterparty”).  This Agreement, which evidences a complete and binding agreement between you and us to
enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA
Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master
Agreement.


 


1.         This Agreement is subject to the 2000 ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). 
You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement
as modified by the Schedule terms in Section 4 of this Confirmation (the “Master Agreement”) shall be deemed to have
been executed by you and us on the date we entered into the Transaction.  Each party hereto agrees that the Master Agreement
deemed to have been executed by the parties hereto shall be the same Master Agreement referred to in the agreement setting forth
the terms of transaction reference number 36193.  In the event of any inconsistency between the provisions of this Agreement
and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the
Transaction. 


 


2.      The terms of the particular Transaction to which this Confirmation relates are as
follows:


 


                  Type of
Transaction:           Rate Cap


 


           
      Notional
Amount:               With respect to any Calculation Period, the lesser of:


(i) the amount set forth on
Schedule I attached hereto for such Calculation Period and (ii) the aggregate principal balance of the Group I/II
Certificates (as defined in the Pooling and Servicing Agreement Dated as of July 1, 2005, for such Floating Rate Payer Payment
Date.


 


The aggregate Certificate Principal Balance of
the Group I/II Certificates shall be published on the monthly statement to certificateholders generated by Deutsche Bank National
Trust Company on the Deutsche Bank National Trust Company internet website https://www.tss.db.com/invr under the column heading
Current Principal Balance.  If such report does not appear on the internet website referenced above, the Certificate Principal
Balance of the Group I/II Certificates can be obtained by contacting the trustee's investor relations desk at (800)
735-7777.


 


For avoidance of doubt, CUSIP Numbers and the
Classes of the Group I/II Certificates are set forth on Annex A attached hereto.


 


                  Trade
Date:                          
July 7, 2005


 


                  Effective
Date:                      
August 25, 2005


 


                  Termination
Date:                  September 25, 2008,
subject to adjustment in accordance with the Following Business Day Convention


 


         Fixed Amounts:


 


                  Fixed Amount
Payer:             Counterparty


                 


                  Fixed
Amount:                      
USD 122,000.00


 


                  Fixed
Amount


                  Payment
Date:                      
July 15, 2005


 


         Floating Amounts:


 


                  Floating Rate Payer
:              BNY


 


                  Cap Rate
:                            
For each Calculation Period, as set forth for such period on Schedule I attached hereto


 


                  Floating Rate Payer 


                  Period End
Dates:                  The 25th
calendar day of each month during the Term of this Transaction, commencing September 25, 2005, and ending on the Termination Date,
subject to adjustment in accordance with the Following Business Day Convention.


 


 


                  Floating Rate
Payer


                  Payment
Dates:                     
Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be two (2) Business Days preceding each Floating Rate
Payer Period End Date.


 


                  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 BNY and the Floating Rate Payer Payment Amount shall be zero if the Floating Rate Option is less than or equal to the Cap
Rate.


 


                  Floating Rate
Option:             USD-LIBOR-BBA; provided, however, if the Floating
Rate Option for a Calculation Period is greater than 10.25% then the Floating Rate Option for such Calculation Period shall be
deemed equal to 10.25%.


 


                  Designated
Maturity:              One month


 


                  Floating Rate
Day


                  Count
Fraction:                     
Actual/360


 


                  Reset
Dates:                         
The first day of each Calculation Period


 


                 
Compounding:                      
Inapplicable


 


                  Business
Days:                      
New York


 


                  Business Day
Convention:      Following


 


                  Calculation
Agent:                  BNY


 


 


3.         Additional Provisions:


 


Each party hereto is hereby advised and
acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken
(or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into
on the terms and conditions set forth herein.


 


 


 


 


4.         Provisions Deemed Incorporated in a Schedule to the Master
Agreement:


 


1)            The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.


 


2)      Termination Provisions.  Subject to the provisions of paragraph 10 below, for purposes of
the Master Agreement:


 


(a)        “Specified Entity” is not applicable to BNY or Counterparty for
any purpose.


 


(b)        “Breach of Agreement” provision of Section 5(a)(ii) will not apply
to BNY or Counterparty.


 


(c)
       “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY or
Counterparty.


 


(d)        “Misrepresentation” provisions of Section 5(a)(iv) will not apply
to BNY or Counterparty.


 


(e)        “Default under Specified Transaction” is not applicable to BNY or
Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or Counterparty.


 


(f)         The “Cross Default” provisions of Section 5(a)(vi) will not
apply to BNY or to Counterparty.


 


(g)        The “Bankruptcy”
provision of Section 5(a)(vii)(2) will not apply to Counterparty.


 


(h)        The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will
not apply to BNY or Counterparty.


 


(i)         The “Automatic Early Termination” provision of Section 6(a)
will not apply to BNY or to Counterparty.


 


(j)         Payments on Early Termination.  For the purpose of Section 6(e) of
this Agreement:


 


 (i)           Market Quotation will apply.


 


(ii)           The Second Method will apply.


 


(k)        “Termination Currency” means United States Dollars.


 


 


3)
        Tax Representations.


 


            Payer Representations.  For the purpose of Section
3(e) of this Agreement, BNY and Counterparty make the following representations:


            It is not required by any applicable law, as modified by
the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for
or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made
by it to the other party under this Agreement.  In making this representation, it may rely on:


            (i)         the
accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;


 


            (ii)        the
satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of
any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii) of this Agreement; and


 


            (iii)       the satisfaction of
the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice of its legal or commercial position.


 


            Payee Representations. For the purpose of Section 3(f) of
this Agreement, BNY and Counterparty make the following representations.


    
The following representation will apply to BNY:


 


            BNY is a trust company duly organized and existing under
the laws of the State of New York and its U.S. taxpayer identification number is 135160382.


 


The following representation will apply to
the beneficial owner of the payments made to it under this Agreement:


 


The beneficial owner of the payments made to
it under this Agreement is a “U.S. person” as that term is used in section 1.1441-4(a)(3)(ii) of the United States
Treasury Regulations (the “Regulations”) for United States federal income tax purposes.


 


 






 


4)
        Documents to be delivered.  For the purpose of Section 4(a):


           


(a)  Tax forms, documents or
certificates to be delivered are:


 


 


	
Party required to deliver document

	
Form/Document/


Certificate

	
Date by which to


be delivered

	
Covered by Section 3(d) Representation


	
BNY  and Counterparty

	
Any document required  or reasonably requested to allow
the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax.
Covered by Section 3(d) Representation

	
Upon the execution and delivery of this Agreement

	
Yes


	
(b) Other documents to be delivered are:

	
 

	
 


	
 

	
 

	
 

	
 


	
BNY

	
A certificate of an authorized officer of the party, as to the incumbency and authority of the
respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may
be

	
Upon the execution and delivery of this Agreement

	
Yes


	
Counterparty


 

	
(i) a copy of the executed Pooling and Servicing Agreement, and (ii) an incumbency certificate verifying
the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty

	
Upon the execution and delivery of this Agreement and such Confirmation

	
Yes


	
BNY

	
Any documents required by the receiving party to evidence the authority of the delivering party or its
Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents
to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its
obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be

	
Upon the execution and delivery of this Agreement

	
Yes





 


	
BNY

	
A copy of the most recent publicly available regulatory call report.


 

	
Promptly after request by the other party

	
Yes





 


5)  
Miscellaneous.


 


(a)        Address for Notices:  For the purposes of Section 12(a) of this
Agreement:


 


            Address for notices or communications to BNY:


 


                                   
The Bank of New York


                                   
Swaps and Derivative Products Group


                                   
Global Markets Derivatives


                                   
32 Old Slip 15th Floor


                                   
New York, New York 10286


                                   
Attention: Steve Lawler


 


                                   
with copy to:


                                   


                                   
The Bank of New York


                                   
Swap Support


                                   
32 Old Slip 16th Floor


                                   
New York, New York 10286


                                   
Attention: Andrew Schwartz


                                   
Telephone: 212-804-5127


                                   
Fax: 212-804-5818/5837


 


                       
(For all purposes)


 


            Address for notices or communications to the
Counterparty:


 


 


Deutsche Bank National Trust
Company


1761 East St. Andrew
Place


Santa Ana, California
92705


Attn: Trust Administration
LB05W1


 


 


                       
(For all purposes)


 


(b)        Process Agent.  For the purpose of Section 13(c):


 


            BNY appoints as its


            Process Agent:
                       
Not Applicable


 


            The Counterparty appoints as its


            Process
Agent:             Not Applicable


 


(c)        Offices. The provisions of Section 10(a) will not apply to this Agreement;
neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes
of Section 6(b) of this Agreement, it shall not in future have any Office other than one in the United States.


 


(d)        Multibranch Party.  For the purpose of Section 10(c) of this
Agreement:


 


            BNY is not a Multibranch Party.


 


            The Counterparty is not a Multibranch Party.


 


(e)        Calculation Agent.  The Calculation Agent is BNY.


 


(f)         Credit Support Document.  Not applicable
for either BNY or the Counterparty.


 


(g)        Credit Support Provider.


 


           
BNY:                          
Not Applicable


 


            The
Counterparty:         Not Applicable


 


(h)        Governing Law.  The parties to this Agreement hereby agree that the law
of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other
than New York General Obligations Law Sections 5-1401 and 5-1402.


 


(i)         Severability.      If any term, provision,
covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so
long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to
the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the
respective benefits or expectations of the parties.


 


            The parties shall endeavor to engage in good faith
negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term,
provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable
term, provision, covenant or condition.


 


(j)         Consent to Recording.    Each party hereto consents to the
monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or
employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.


 


(k)        Waiver of Jury Trial.     Each party waives any right it
may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document.


 


(l)
          Limitation of
Liability.   It is expressly understood and agreed by the parties hereto that (a) this letter agreement is executed and
delivered by Deutsche Bank National Trust Company (“DBNTC”), not individually or personally but solely as trustee, in
the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein
made on the part of the trust created pursuant to the Pooling and Servicing Agreement, are made and intended not as personal
representations, undertakings and agreements by DBNTC but are made and intended for the purpose of binding only the trust created
pursuant to the Pooling and Servicing Agreement (c) nothing herein contained shall be construed as creating any liability on DBNTC,
individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such
parties and (d) under no circumstances shall DBNTC be personally liable for the payment of any indebtedness or expenses of the
trust created pursuant to the Pooling and Servicing Agreement, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the trust created pursuant to the Pooling and Servicing Agreement, under
this letter agreement.


 


(m)       Proceedings.  BNY shall not institute against or cause any other person to
institute against, or join any other person in instituting against the Counterparty or Long Beach
Securities Corp., as depositor under the Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any of the laws of the United States or any other jurisdiction for a period
of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Long Beach
Mortgage Loan Trust 2005-WL1.


 


(n)        The ISDA Form Master Agreement in hereby amended as follows:


     


The word “third”
shall be replaced by the word “first” in the third line of Section 5(a)(i) of the ISDA Form Master
Agreement.


 


(o)        “Affiliate” will have the meaning specified in Section 14 of the
ISDA Form Master Agreement, provided that the Counterparty shall be deemed to not have any Affiliates for purposes of this
Agreement, including for purposes of Section 6(b)(ii).


     


6)  Section 3 of the
ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):


 


            “(g)      Relationship
Between Parties.


 


Each party represents to the
other party on each date when it enters into a Transaction that:


 


(1) Nonreliance. It is not
relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the
representations expressly made in this Agreement or the Confirmation in respect of that Transaction.


 


(2) Evaluation and
Understanding.


 


(i) BNY is acting for its own
account, and Counterparty is acting as  trustee on behalf of the trust fund and each party has the capacity to evaluate
(internally or through independent professional advice) the Transaction and has made its own decision to enter into the
Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into such transaction; it being understood that information and explanations related to the terms and
conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. 
No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected
results of the transaction;and


 


(ii)  It understands the
terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and
does, in fact assume) those risks, financially and otherwise.


 


(3) Purpose.  (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of
the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party;
and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the
meaning of Section 1a(33) of the Commodity Exchange Act, as amended.


 


(4) Principal. The other
party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


7)
        Set-off.  Notwithstanding any provision of this Agreement 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.  The last sentence of the first paragraph of Section 6(e) of the
ISDA Form Master Agreement shall not apply for purposes of this Transaction.


 


8)         Additional Termination Events. Additional Termination Events will apply
to BNY and/or Counterparty, as specified for the applicable Additional Termination Events below:


 


(1)  The occurrence of the following shall
constitute an Additional Termination Event with respect to BNY with BNY as the Affected Party:


 


If a Rating Agency Downgrade has occurred and
BNY has not, within 30 days, complied with paragraph (9) below, then an Additional Termination Event shall have occurred with
respect to BNY and BNY shall be the sole Affected Party with respect to such an Additional Termination Event. 


 


(2)  The occurrence of the following shall
constitute an Additional Termination Event and Counterparty shall be the sole Affected Party with respect thereto; provided,
however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have the right to
designate an Early Termination Date in respect of this Additional Termination Event:


 


            Optional Termination.  If, at any time, the
Terminator purchases the Mortgage Loans pursuant to Section 9.1 of the Pooling and Servicing Agreement.


 


9)
        Ratings Event.  If a Ratings Event (as defined below) occurs with respect to BNY
(or any applicable credit support provider), then BNY shall within thirty (30) days of such Rating Event, at its own expense, (i)
assign this Transaction to a third party that meets or exceeds, or as to which any applicable credit support provider meets or
exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or, (ii) obtain a
guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY’s obligations
under this Agreement. For purposes of this Transaction, a “Ratings Event” shall occur with respect to BNY (or any
applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below
“A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below
“F-1” by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any
applicable credit support provider) such ratings being referred to herein as the “Approved Ratings
Thresholds.” 


 


10)       Additional Provisions.  Notwithstanding the terms of Sections 5 and 6 of the
ISDA Form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master
Agreement, then unless BNY is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to
Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of
the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default
with respect to Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant
to Section 6 of the ISDA Form Master Agreement 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 Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form
Master Agreement with respect to BNY as the Burdened Party. For purposes of the Transaction to which this Agreement relates,
Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the
Fixed Rate Payer Payment Date.


 


11)
      BNY will, unless otherwise directed by the Issuer, make all payments hereunder to the Trustee. 
Payment made to the Trustee at the account specified herein or to another account specified in writing by the Trustee shall satisfy
the payment obligations of BNY hereunder to the extent of such payment.


 


12)       Transfer, Amendment and Assignment.  No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Moody’s,
Fitch, S&P and Dominion Bond Rating Services 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 Group I/II Certificates, 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 Group I/II 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.


 


13)       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.


 


14)        Definitions.  Capitalized terms not otherwise defined herein and in the
Definitions shall have the meanings set forth in the Pooling and Servicing Agreement.  In the case of any inconsistency
between this Confirmation and such terms, this Confirmation will prevail.


 


5.      Account Details and


         Settlement
Information:                Payments to
BNY:


The Bank of New York


Derivative Products Support
Department


32 Old Slip, 16th Floor


New York, New York 10286


Attention: Renee Etheart


ABA
#021000018                              


Account
#890-0068-175        


Reference: Interest Rate Caps


                                                           


                                                           
Payments to Counterparty:


 


                                                           
Deutsche Bank Trust Company Americas


                                                           
ABA #: 021-001-033


                                                           
Acct No.: 01419663


                                                           
Acct Name: NYLTD Funds Control-Stars West


Ref:
Long Beach 2005-WL1 (Group I/II Certificates)


                                                           


 


 


 


 


This 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.


 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative
Products Support Dept., Attn:  Eugene Chun/Kenny Au-Yeung at 212-804-5818/5837.  Once we receive this we will send you
two original confirmations for execution.






We are very pleased to
have executed this Transaction with you and we look forward to completing other transactions with you in the near
future.


 


Very
truly yours,


 


THE BANK OF NEW
YORK


 


 


By:      
_______________________________         


         Name:  Stephen M. Lawler


         Title:     Managing Director


 


 


 


 


Counterparty, acting through its duly authorized signatory, hereby
agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.


 


  Deutsche Bank National
Trust Company, not individually, but solely as Trustee on behalf of Long Beach Mortgage Loan Trust 2005-WL1


 


 


 


 


By:    _______________________________


        
Name:                                     


         Title:


 


 


 


 


 


By:    _______________________________


        
Name:                                     


         Title:


 






 


SCHEDULE
I


 


 


All
dates subject to adjustment in accordance with the Following Business Day Convention.


 


	
Accrual

	
Accrual

	
Notional

	
Cap


	
Start Date

	
End Date

	
Amount in USD

	
Strike


	
08/25/05

	
09/25/05

	
2,699,947,367.00

	
6.73814%


	
09/25/05

	
10/25/05

	
2,631,535,270.00

	
6.96510%


	
10/25/05

	
11/25/05

	
2,564,443,646.00

	
6.74889%


	
11/25/05

	
12/25/05

	
2,498,642,310.00

	
6.97468%


	
12/25/05

	
01/25/06

	
2,434,252,895.00

	
6.75036%


	
01/25/06

	
02/25/06

	
2,371,249,678.00

	
6.75094%


	
02/25/06

	
03/25/06

	
2,309,703,631.00

	
7.47490%


	
03/25/06

	
04/25/06

	
2,249,578,937.00

	
6.75311%


	
04/25/06

	
05/25/06

	
2,190,853,201.00

	
6.98646%


	
05/25/06

	
06/25/06

	
2,133,648,387.00

	
6.76169%


	
06/25/06

	
07/25/06

	
2,077,923,533.00

	
6.98766%


	
07/25/06

	
08/25/06

	
2,023,640,400.00

	
6.76282%


	
08/25/06

	
09/25/06

	
1,970,761,745.00

	
6.76338%


	
09/25/06

	
10/25/06

	
1,919,251,289.00

	
6.99046%


	
10/25/06

	
11/25/06

	
1,869,073,906.00

	
6.77293%


	
11/25/06

	
12/25/06

	
1,820,196,424.00

	
6.99932%


	
12/25/06

	
01/25/07

	
1,772,583,746.00

	
6.77411%


	
01/25/07

	
02/25/07

	
1,726,203,189.00

	
6.77467%


	
02/25/07

	
03/25/07

	
1,681,022,922.00

	
7.50116%


	
03/25/07

	
04/25/07

	
1,637,011,937.00

	
7.08016%


	
04/25/07

	
05/25/07

	
1,593,742,631.00

	
8.35320%


	
05/25/07

	
06/25/07

	
1,551,816,663.00

	
8.08393%


	
06/25/07

	
07/25/07

	
1,510,978,455.00

	
8.35355%


	
07/25/07

	
08/25/07

	
1,471,199,863.00

	
8.08423%


	
08/25/07

	
09/25/07

	
1,432,453,475.00

	
8.08439%


	
09/25/07

	
10/25/07

	
1,394,712,585.00

	
8.65979%


	
10/25/07

	
11/25/07

	
1,358,011,833.00

	
8.91559%


	
11/25/07

	
12/25/07

	
1,322,344,496.00

	
9.21256%


	
12/25/07

	
01/25/08

	
1,287,599,786.00

	
8.91512%


	
01/25/08

	
02/25/08

	
1,253,753,894.00

	
8.91487%


	
02/25/08

	
03/25/08

	
1,220,783,633.00

	
9.53301%


	
03/25/08

	
04/25/08

	
1,188,665,543.00

	
9.24171%


	
04/25/08

	
05/25/08

	
1,157,422,456.00

	
10.11587%


	
05/25/08

	
06/25/08

	
1,127,050,126.00

	
9.78986%


	
06/25/08

	
07/25/08

	
1,097,461,478.00

	
10.11549%


	
07/25/08

	
08/25/08

	
1,068,636,322.00

	
9.78851%


	
08/25/08

	
09/25/08

	
1,040,555,004.00

	
9.78896%





 


 


ANNEX A


 


	
Class

	
CUSIP


	
LBMLT 2005-WL1 I-A1

	
542514LC6


	
LBMLT 2005-WL1 II-A1

	
542514LD4


	
LBMLT 2005-WL1 II-A2

	
542514LE2


	
LBMLT 2005-WL1 II-A3

	
542514LF9


	
LBMLT 2005-WL1 II-A4

	
542514LG7


	
LBMLT 2005-WL1 I/II M-1

	
542514LH5


	
LBMLT 2005-WL1 I/II M-2

	
542514LJ1


	
LBMLT 2005-WL1 I/II M-3

	
542514LK8


	
LBMLT 2005-WL1 I/II M-4

	
542514LL6


	
LBMLT 2005-WL1 I/II M-5

	
542514LM4


	
LBMLT 2005-WL1 I/II M-6

	
542514LN2


	
LBMLT 2005-WL1 I/II M-7

	
542514LP7


	
LBMLT 2005-WL1 I/II M-8

	
542514LQ5


	
LBMLT 2005-WL1 I/II M-9

	
542514LR3


	
LBMLT 2005-WL1 I/II M-10

	
542514LW2


	
LBMLT 2005-WL1 I/II B-1

	
542514LS1


	
LBMLT 2005-WL1 I/II B-2

	
542514LT9


	
LBMLT 2005-WL1 I/II B-3

	
542514LU6


	
LBMLT 2005-WL1 I/II B-4

	
542514LV4





 






 





EXHIBIT
B-2


 


Form of GROUP III
Cap Agreement


 









 


 


 


Dated: 
July 15, 2005


 


Rate Cap
Transaction


 


Re:   BNY Reference No. 36193


 


Ladies and
Gentlemen:


 


The purpose of this
letter agreement (“Agreement”) is to confirm the terms and conditions of the rate cap Transaction entered into on the
Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly
organized and existing under the laws of the State of New York and Deutsche Bank National Trust Company, not
individually, but solely as Trustee (the “Trustee”) on behalf of Long Beach Mortgage Loan Trust 2005-WL1 (the
“Counterparty”).  This Agreement, which evidences a complete and binding agreement between you and us to
enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA
Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master
Agreement.


 


1.         This Agreement is subject to the 2000 ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). 
You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement
as modified by the Schedule terms in Section 4 of this Confirmation (the ”Master Agreement”) shall be deemed to have
been executed by you and us on the date we entered into the Transaction.  Each party hereto agrees that the Master Agreement
deemed to have been executed by the parties hereto shall be the same Master Agreement referred to in the agreement setting forth
the terms of transaction reference number 36182.  In the event of any inconsistency between the provisions of this Agreement
and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the
Transaction. 


 


2.      The terms of the particular Transaction to which this Confirmation relates are as
follows:


 


                  Type of
Transaction:           Rate Cap


 


           
      Notional
Amount:               With respect to any Calculation Period, the lesser of:


(i) the amount set forth on
Schedule I attached hereto for 


such Calculation Period and
(ii) the aggregate principal              


balance of the Group III Certificates(as
defined in the Pooling and Servicing Agreement Dated as of July 1, 2005, for such Floating Rate Payer Payment Date.


 


The aggregate Certificate Principal Balance of
the Group III Certificates shall be published on the monthly statement to certificateholders generated by Deutsche Bank National
Trust Company on the Deutsche Bank National Trust Company internet website https://www.tss.db.com/invr under the column heading
Current Principal Balance.  If such report does not appear on the internet website referenced above, the Certificate Principal
Balance of the Group III Certificates can be obtained by contacting the trustee's investor relations desk at (800)
735-7777.


 


For avoidance of doubt, CUSIP Numbers and the
Classes of the Group III Certificates are set forth on Annex A attached hereto.


 


                  Trade
Date:                          
July 11, 2005


 


                  Effective
Date:                      
August 25, 2005


 


                  Termination
Date:                  November 25, 2008,
subject to adjustment in accordance with the Following Business Day Convention


 


         Fixed Amounts:


 


                  Fixed Amount
Payer:             Counterparty


                 


                  Fixed
Amount:                      
USD 49,000.00


 


                  Fixed
Amount


                  Payment
Date:                      
July 15, 2005


 


         Floating Amounts:


 


                  Floating Rate Payer
:              BNY


 


                  Cap Rate
:                            
For each Calculation Period, as set forth for such period on Schedule I attached hereto


 


                  Floating Rate Payer 


                  Period End
Dates:                  The 25th
calendar day of each month during the Term of this Transaction, commencing September 25, 2005, and ending on the Termination Date,
subject to adjustment in accordance with the Following Business Day Convention.


 


 


                  Floating Rate
Payer


                  Payment
Dates:                     
Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be two (2) Business Days preceding each Floating Rate
Payer Period End Date.


 


                  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 BNY and the Floating Rate Payer Payment Amount shall be zero if the Floating Rate Option is less than or equal to the Cap
Rate.


 


                  Floating Rate
Option:             USD-LIBOR-BBA; provided, however, if the Floating
Rate Option for a Calculation Period is greater than 10.25% then the Floating Rate Option for such Calculation Period shall be
deemed equal to 10.25%.


 


                  Designated
Maturity:              One month


 


                  Floating Rate
Day


                  Count
Fraction:                     
Actual/360


 


                  Reset
Dates:                         
The first day of each Calculation Period


 


                 
Compounding:                      
Inapplicable


 


                  Business
Days:                      
New York


 


                  Business Day
Convention:      Following


 


                  Calculation
Agent:                  BNY


 


 


3.         Additional Provisions:


 


Each party hereto is hereby advised and
acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken
(or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into
on the terms and conditions set forth herein.


 


 


 


 


4.         Provisions Deemed Incorporated in a Schedule to the Master
Agreement:


 


1)            The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.


 


2)      Termination Provisions.  Subject to the provisions of paragraph 10 below, for purposes of
the Master Agreement:


 


(a)        “Specified Entity” is not applicable to BNY or Counterparty for
any purpose.


 


(b)        “Breach of Agreement” provision of Section 5(a)(ii) will not apply
to BNY or Counterparty.


 


(c)
       “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY or
Counterparty.


 


(d)        “Misrepresentation” provisions of Section 5(a)(iv) will not apply
to BNY or Counterparty.


 


(e)        “Default under Specified Transaction” is not applicable to BNY or
Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or Counterparty.


 


(f)         The “Cross Default” provisions of Section 5(a)(vi) will not
apply to BNY or to Counterparty.


 


(g)        The “Bankruptcy”
provision of Section 5(a)(vii)(2) will not apply to Counterparty.


 


(h)        The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will
not apply to BNY or Counterparty.


 


(i)         The “Automatic Early Termination” provision of Section 6(a)
will not apply to BNY or to Counterparty.


 


(j)         Payments on Early Termination.  For the purpose of Section 6(e) of
this Agreement:


 


 (i)           Market Quotation will apply.


 


(ii)           The Second Method will apply.


 


(k)        “Termination Currency” means United States Dollars.


 


 


 


3)
        Tax Representations.


 


            Payer Representations.  For the purpose of Section
3(e) of this Agreement, BNY and Counterparty make the following representations:


            It is not required by any applicable law, as modified by
the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for
or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made
by it to the other party under this Agreement.  In making this representation, it may rely on:


            (i)         the
accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;


 


            (ii)        the
satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of
any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii) of this Agreement; and


 


            (iii)       the satisfaction of
the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice of its legal or commercial position.


 


            Payee Representations. For the purpose of Section 3(f) of
this Agreement, BNY and Counterparty make the following representations.


    
The following representation will apply to BNY:


 


            BNY is a trust company duly organized and existing under
the laws of the State of New York and its U.S. taxpayer identification number is 135160382.


 


The following representation will apply to
the beneficial owner of the payments made to it under this Agreement:


 


The beneficial owner of the payments made to
it under this Agreement is a “U.S. person” as that term is used in section 1.1441-4(a)(3)(ii) of the United States
Treasury Regulations (the “Regulations”) for United States federal income tax purposes.


 


 






 


4)
        Documents to be delivered.  For the purpose of Section 4(a):


           


(a)  Tax forms, documents or
certificates to be delivered are:


 


 


	
Party required to deliver document

	
Form/Document/


Certificate

	
Date by which to


be delivered

	
Covered by Section 3(d) Representation


	
BNY  and Counterparty

	
Any document required  or reasonably requested to allow
the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax.
Covered by Section 3(d) Representation

	
Upon the execution and delivery of this Agreement

	
Yes


	
(b) Other documents to be delivered are:

	
 

	
 


	
 

	
 

	
 

	
 


	
BNY

	
A certificate of an authorized officer of the party, as to the incumbency and authority of the
respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may
be

	
Upon the execution and delivery of this Agreement

	
Yes


	
Counterparty


 

	
(i) a copy of the executed Pooling and Servicing Agreement, and (ii) an incumbency certificate verifying
the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty

	
Upon the execution and delivery of this Agreement and such Confirmation

	
Yes


	
BNY

	
Any documents required by the receiving party to evidence the authority of the delivering party or its
Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents
to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its
obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be

	
Upon the execution and delivery of this Agreement

	
Yes





 


	
BNY

	
A copy of the most recent publicly available regulatory call report.


 

	
Promptly after request by the other party

	
Yes





 


5)  
Miscellaneous.


 


(a)        Address for Notices:  For the purposes of Section 12(a) of this
Agreement:


 


            Address for notices or communications to BNY:


 


                                   
The Bank of New York


                                   
Swaps and Derivative Products Group


                                   
Global Markets Derivatives


                                   
32 Old Slip 15th Floor


                                   
New York, New York 10286


                                   
Attention: Steve Lawler


 


                                   
with copy to:


                                   


                                   
The Bank of New York


                                   
Swap Support


                                   
32 Old Slip 16th Floor


                                   
New York, New York 10286


                                   
Attention: Andrew Schwartz


                                   
Telephone: 212-804-5127


                                   
Fax: 212-804-5818/5837


 


                       
(For all purposes)


 


            Address for notices or communications to the
Counterparty:


 


 


Deutsche Bank National Trust
Company


1761 East St. Andrew
Place


Santa Ana, California
92705


Attn: Trust Administration
LB05W1


 


 


                       
(For all purposes)


 


(b)        Process Agent.  For the purpose of Section 13(c):


 


            BNY appoints as its


            Process Agent:
                       
Not Applicable


 


            The Counterparty appoints as its


            Process
Agent:             Not Applicable


 


(c)        Offices. The provisions of Section 10(a) will not apply to this Agreement;
neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes
of Section 6(b) of this Agreement, it shall not in future have any Office other than one in the United States.


 


(d)        Multibranch Party.  For the purpose of Section 10(c) of this
Agreement:


 


            BNY is not a Multibranch Party.


 


            The Counterparty is not a Multibranch Party.


 


(e)        Calculation Agent.  The Calculation Agent is BNY.


 


(f)         Credit Support Document.  Not applicable
for either BNY or the Counterparty.


 


(g)        Credit Support Provider.


 


           
BNY:                          
Not Applicable


 


            The
Counterparty:         Not Applicable


 


(h)        Governing Law.  The parties to this Agreement hereby agree that the law
of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other
than New York General Obligations Law Sections 5-1401 and 5-1402.


 


(i)         Severability.      If any term, provision,
covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so
long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to
the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the
respective benefits or expectations of the parties.


 


            The parties shall endeavor to engage in good faith
negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term,
provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable
term, provision, covenant or condition.


 


(j)         Consent to Recording.    Each party hereto consents to the
monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or
employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.


 


(k)        Waiver of Jury Trial.     Each party waives any right it
may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document.


 


(l)
          Limitation of
Liability.   It is expressly understood and agreed by the parties hereto that (a) this letter agreement is executed and
delivered by Deutsche Bank National Trust Company (“DBNTC”), not individually or personally but solely as trustee, in
the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein
made on the part of the trust created pursuant to the Pooling and Servicing Agreement, are made and intended not as personal
representations, undertakings and agreements by DBNTC but are made and intended for the purpose of binding only the trust created
pursuant to the Pooling and Servicing Agreement (c) nothing herein contained shall be construed as creating any liability on DBNTC,
individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such
parties and (d) under no circumstances shall DBNTC be personally liable for the payment of any indebtedness or expenses of the
trust created pursuant to the Pooling and Servicing Agreement, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the trust created pursuant to the Pooling and Servicing Agreement, under
this letter agreement.


 


(m)       Proceedings.  BNY shall not institute against or cause any other person to
institute against, or join any other person in instituting against the Counterparty or Long Beach
Securities Corp., as depositor under the Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any of the laws of the United States or any other jurisdiction for a period
of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Long Beach
Mortgage Loan Trust 2005-WL1.


 


(n)        The ISDA Form Master Agreement in hereby amended as follows:


     


The word “third”
shall be replaced by the word “first” in the third line of Section 5(a)(i) of the ISDA Form Master
Agreement.


 


(o)        “Affiliate” will have the meaning specified in Section 14 of the
ISDA Form Master Agreement, provided that the Counterparty shall be deemed to not have any Affiliates for purposes of this
Agreement, including for purposes of Section 6(b)(ii).


     


6)  Section 3 of the
ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):


 


            “(g)      Relationship
Between Parties.


 


Each party represents to the
other party on each date when it enters into a Transaction that:


 


(1) Nonreliance. It is not
relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the
representations expressly made in this Agreement or the Confirmation in respect of that Transaction.


 


(2) Evaluation and
Understanding.


 


(i) BNY is acting for its own
account, and Counterparty is acting as indenture trustee on behalf of the trust fund and each party has the capacity to evaluate
(internally or through independent professional advice) the Transaction and has made its own decision to enter into the
Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into such transaction; it being understood that information and explanations related to the terms and
conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. 
No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected
results of the transaction;and


 


(ii)  It understands the
terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and
does, in fact assume) those risks, financially and otherwise.


 


(3) Purpose.  (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of
the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party;
and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the
meaning of Section 1a(33) of the Commodity Exchange Act, as amended.


 


(4) Principal. The other
party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


7)
        Set-off.  Notwithstanding any provision of this Agreement 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.  The last sentence of the first paragraph of Section 6(e) of the
ISDA Form Master Agreement shall not apply for purposes of this Transaction.


 


8)         Additional Termination Events. Additional Termination Events will apply
to BNY and/or Counterparty, as specified for the applicable Additional Termination Events below:


 


(1)  The occurrence of the following shall
constitute an Additional Termination Event with respect to BNY with BNY as the Affected Party:


 


If a Rating Agency Downgrade has occurred and
BNY has not, within 30 days, complied with paragraph (9) below, then an Additional Termination Event shall have occurred with
respect to BNY and BNY shall be the sole Affected Party with respect to such an Additional Termination Event. 


 


(2)  The occurrence of the following shall
constitute an Additional Termination Event and Counterparty shall be the sole Affected Party with respect thereto; provided,
however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have the right to
designate an Early Termination Date in respect of this Additional Termination Event:


 


            Optional Termination.  If, at any time, the
Terminator purchases the Mortgage Loans pursuant to Section 9.1 of the Pooling and Servicing Agreement.


 


9)
        Ratings Event.  If a Ratings Event (as defined below) occurs with respect to BNY
(or any applicable credit support provider), then BNY shall within thirty (30) days of such Rating Event, at its own expense, (i)
assign this Transaction to a third party that meets or exceeds, or as to which any applicable credit support provider meets or
exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or, (ii) obtain a
guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY’s obligations
under this Agreement. For purposes of this Transaction, a “Ratings Event” shall occur with respect to BNY (or any
applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below
“A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below
“F-1” by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any
applicable credit support provider) such ratings being referred to herein as the “Approved Ratings
Thresholds.” 


 


10)       Additional Provisions.  Notwithstanding the terms of Sections 5 and 6 of the
ISDA Form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master
Agreement, then unless BNY is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to
Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of
the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default
with respect to Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant
to Section 6 of the ISDA Form Master Agreement 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 Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form
Master Agreement with respect to BNY as the Burdened Party. For purposes of the Transaction to which this Agreement relates,
Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the
Fixed Rate Payer Payment Date.


 


11)
      BNY will, unless otherwise directed by the Issuer, make all payments hereunder to the Trustee. 
Payment made to the Trustee at the account specified herein or to another account specified in writing by the Trustee shall satisfy
the payment obligations of BNY hereunder to the extent of such payment.


 


12)       Transfer, Amendment and Assignment.  No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Moody’s,
Fitch, S&P and Dominion Bond Rating Services 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 Group III Certificates, 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 Group III 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.


 


13)       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.


 


14)        Definitions.  Capitalized terms not otherwise defined herein and in the
Definitions shall have the meanings set forth in the Pooling and Servicing Agreement.  In the case of any inconsistency
between this Confirmation and such terms, this Confirmation will prevail.


 


 


 


5.      Account Details and


         Settlement
Information:                Payments to
BNY:


The Bank of New York


Derivative Products Support
Department


32 Old Slip, 16th Floor


New York, New York 10286


Attention: Renee Etheart


ABA
#021000018                              


Account
#890-0068-175        


Reference: Interest Rate Caps


                                                           


                                                           
Payments to Counterparty:


 


                                                           
Deutsche Bank Trust Company Americas


                                                           
ABA #: 021-001-033


                                                           
Acct No.: 01419663


                                                           
Acct Name: NYLTD Funds Control- Stars West


Ref:
Long Beach 2005-WL1 (Group III Certificates)


                                               


 


 


 


This 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.


 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative
Products Support Dept., Attn:  Eugene Chun/Kenny Au-Yeung at 212-804-5818/5837.  Once we receive this we will send you
two original confirmations for execution.






We are very pleased to
have executed this Transaction with you and we look forward to completing other transactions with you in the near
future.


 


Very
truly yours,


 


THE BANK OF NEW
YORK


 


 


By:      
_______________________________         


         Name:  Stephen M. Lawler


         Title:     Managing Director


 


 


 


 


Counterparty, acting through its duly authorized signatory, hereby
agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.


 


  Deutsche Bank National
Trust Company, not individually, but solely as Trustee on behalf of Long Beach Mortgage Loan Trust 2005-WL1


 


 


 


 


By:    _______________________________


        
Name:                                     


         Title:


 


 


 


 


By:    _______________________________


        
Name:                                     


         Title:


 






 


SCHEDULE
I


 


 


All
dates subject to adjustment in accordance with the Following Business Day Convention.


 


	
Accrual

	
Accrual

	
 Notional 

	
Cap


	
Start
Date

	
End Date

	
 Amount in USD

	
Rate


	
25-Aug-05

	
25-Sep-05

	
 $         178,955,858.00

	
6.431200%


	
25-Sep-05

	
25-Oct-05

	
 $         174,373,499.00

	
6.645690%


	
25-Oct-05

	
25-Nov-05

	
 $         169,894,768.00

	
6.431410%


	
25-Nov-05

	
25-Dec-05

	
 $         165,516,823.00

	
6.645880%


	
25-Dec-05

	
25-Jan-06

	
 $         161,236,963.00

	
6.431580%


	
25-Jan-06

	
25-Feb-06

	
 $         157,052,628.00

	
6.431650%


	
25-Feb-06

	
25-Mar-06

	
 $         152,961,393.00

	
7.120820%


	
25-Mar-06

	
25-Apr-06

	
 $         148,960,969.00

	
6.431760%


	
25-Apr-06

	
25-May-06

	
 $         145,049,196.00

	
6.646200%


	
25-May-06

	
25-Jun-06

	
 $         141,236,345.00

	
6.431840%


	
25-Jun-06

	
25-Jul-06

	
 $         137,522,511.00

	
6.646270%


	
25-Jul-06

	
25-Aug-06

	
 $         133,905,124.00

	
6.431910%


	
25-Aug-06

	
25-Sep-06

	
 $         130,381,685.00

	
6.431950%


	
25-Sep-06

	
25-Oct-06

	
 $         126,949,755.00

	
6.646380%


	
25-Oct-06

	
25-Nov-06

	
 $         123,606,962.00

	
6.432020%


	
25-Nov-06

	
25-Dec-06

	
 $         120,350,994.00

	
6.646450%


	
25-Dec-06

	
25-Jan-07

	
 $         117,179,599.00

	
6.432090%


	
25-Jan-07

	
25-Feb-07

	
 $         114,090,583.00

	
6.432120%


	
25-Feb-07

	
25-Mar-07

	
 $         111,081,810.00

	
7.121320%


	
25-Mar-07

	
25-Apr-07

	
 $         108,151,197.00

	
6.432200%


	
25-Apr-07

	
25-May-07

	
 $         105,296,718.00

	
6.646640%


	
25-May-07

	
25-Jun-07

	
 $         102,516,398.00

	
7.135610%


	
25-Jun-07

	
25-Jul-07

	
 $           99,814,910.00

	
7.373390%


	
25-Jul-07

	
25-Aug-07

	
 $           97,183,466.00

	
7.135470%


	
25-Aug-07

	
25-Sep-07

	
 $           94,620,249.00

	
7.135400%


	
25-Sep-07

	
25-Oct-07

	
 $           92,123,495.00

	
7.373170%


	
25-Oct-07

	
25-Nov-07

	
 $           89,691,482.00

	
7.135250%


	
25-Nov-07

	
25-Dec-07

	
 $           87,322,532.00

	
7.737410%


	
25-Dec-07

	
25-Jan-08

	
 $           85,017,003.00

	
7.487720%


	
25-Jan-08

	
25-Feb-08

	
 $           82,771,220.00

	
7.487640%


	
25-Feb-08

	
25-Mar-08

	
 $           80,583,637.00

	
8.003930%


	
25-Mar-08

	
25-Apr-08

	
 $           78,452,748.00

	
7.487460%


	
25-Apr-08

	
25-May-08

	
 $           76,377,084.00

	
9.455050%


	
25-May-08

	
25-Jun-08

	
 $           74,366,255.00

	
9.501700%


	
25-Jun-08

	
25-Jul-08

	
 $           72,408,659.00

	
9.817620%


	
25-Jul-08

	
25-Aug-08

	
 $           70,501,538.00

	
9.500150%


	
25-Aug-08

	
25-Sep-08

	
 $           69,002,602.00

	
9.499380%


	
25-Sep-08

	
25-Oct-08

	
 $           67,221,519.00

	
9.815220%


	
25-Oct-08

	
25-Nov-08

	
 $           65,486,359.00

	
10.051100%





 


 


ANNEX A


 


	
Class

	
CUSIP


	
LBMLT 2005-WL1 III-A1

	
542514MC5


	
LBMLT 2005-WL1 III-A2

	
542514MD3


	
LBMLT 2005-WL1 III-A3

	
542514ME1


	
LBMLT 2005-WL1 III-M1

	
542514MF8


	
LBMLT 2005-WL1 III-M2

	
542514MG6


	
LBMLT 2005-WL1 III-M3

	
542514MH4


	
LBMLT 2005-WL1 III-M4

	
542514MJ0


	
LBMLT 2005-WL1 III-M5

	
542514MK7


	
LBMLT 2005-WL1 III-M6

	
542514ML5


	
LBMLT 2005-WL1 III-M7

	
542514MM3


	
LBMLT 2005-WL1 III-M8

	
542514MN1


	
LBMLT 2005-WL1 III-M9

	
542514MS0


	
LBMLT 2005-WL1 III-B1

	
542514MP6


	
LBMLT 2005-WL1 III-B2

	
542514MQ4


	
LBMLT 2005-WL1 III-B3

	
542514MR2





 







EXHIBIT
C


 



MORTGAGE LOAN PURCHASE AGREEMENT


This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated July 13, 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 to the Purchaser on the terms and subject to the conditions set forth in this
Agreement.  The Purchaser intends to deposit the mortgage loans into two mortgage pools 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‐WL1 Asset-Backed Certificates, Series 2005‐WL1 (the “Certificates”).  The Certificates will
consist of forty-one classes of certificates.  The Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of July 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 July 15, 2005 (the “Closing Date”),
certain fixed-rate and adjustable-rate residential mortgage loans (the “Mortgage Loans”).


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 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 Certificates; (ii) deliver to
the Seller or, upon Seller’s direction, to another party, upon the order of the Seller, 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”); and (iii) pay to the Seller in immediately available funds a securitization fee of $1,192,779.52 (the
“Securitization Fee”).


The
Purchaser or any assignee, transferee or designee of the Purchaser shall be entitled to (i) all scheduled payments of principal due
after July 1, 2005 (the “Cut-off Date”), (ii) all unscheduled collections in respect of the Mortgage Loans
received after June 1, 2005 (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, together with its rights under this Agreement (other than Section 17 hereof).


SECTION
4.         Transfer of the Mortgage
Loans.


(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.  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 or second 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, 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 Underwriting Guidelines as described in the Prospectus Supplement as
applicable to its credit grade in all material respects (the “Underwriting Guidelines”);



(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 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)     There are no Mortgage Loans with respect to which the monthly payment due thereon in May, 2005 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 since the date of the origination of such Mortgage Loan.  Prior to the date of the origination of any Mortgage
Loan, the Seller did not receive any notice that any Mortgagor has filed for bankruptcy or similar legal protection except as
permitted under the Underwriting Guidelines;



(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 5.6b Revised, Exhibit E, applicable
portions of which are 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 shall be held at the Seattle office of Heller Ehrman 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 as specified in Section 3 of this Agreement, by delivery to the Seller of the
Purchase Price and Securitization Fee 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. or another entity.


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. and WaMu Capital Corp. (the “Underwriters”) 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 Underwriters
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 Underwriters and the NIMS Insurer, if any;


(d)                Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may
reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution
and delivery of, or performance under, this Agreement;


(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 Underwriters 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 Certificates; and


(h)                Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably
request.


SECTION
10.      Costs.


The
Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall
pay) all costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans, including without
limitation, 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 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 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 document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligation
hereunder, and the Seller agrees that it holds such Mortgage Loans in custody for the Purchaser, subject to (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 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 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 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 Long Beach Asset Holding
Corp., the Purchaser shall immediately effect the re-delivery of the Mortgage Loans, 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 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 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 July 13, 2005 (the “Private Placement Memorandum”), in the case of
purchases and sales of the Class B 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 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 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 total placement fees received by 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.      [RESERVED]


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
20.      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 by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller.  However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is
the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof shall
be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and
interest in and to the Mortgage Loans, and all amounts payable to the holders of the Mortgage Loans in accordance with the terms
thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the
Collection Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or
its agent of the Mortgage Notes, the related Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession 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, 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 Underwriters and the Initial Purchasers, shall be third-party beneficiaries 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:  James Mark


Title:     Authorized Officer


 


 


LONG BEACH MORTGAGE COMPANY


 


 


By:       _________________________


Name:  Richard Fisher


Title:     Senior Vice President


 









EXHIBIT A TO
MORTGAGE LOAN PURCHASE AGREEMENT


 


STANDARD & POOR’S LEVELS® GLOSSARY in effect on the CLOSING DATE


 


As of July 15, 2005 (Update as of the Closing
Date)


 


APPENDIX E TO GLOSSARY FOR FILE FORMAT FOR LEVELS®
VERSION 5.6b: Standard & Poor's Anti-Predatory Lending Categorization


 


REVISED February 07,
2005


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, OH

	
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 January 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 October 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 January 28, 2003

	
Covered Loan


	
Florida

	
Fair Lending Act, Fla.
Stat. Ann. §§ 494.0078 et seq.


Effective October 2,
2002

	
High Cost Home Loan


	
Georgia (Oct. 1, 2002 –
Mar. 6, 2003)

	
Georgia Fair Lending Act,
Ga.Code Ann. §§ 7-6A-1 et seq.


Effective October 1, 2002 –
March 6, 2003

	
High Cost Home Loan


	
Georgia as amended (Mar. 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 October 1, 1995,
amendments October 1, 2002

	
High Cost Loan


	
Illinois

	
High Risk Home Loan Act,
Ill.Comp. Stat. tit. 815, §§ 137/5 et seq.


Effective January 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 January 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 September 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 November 7,
2004

	
High Cost Home Mortgage
Loan


	
Nevada

	
Assembly Bill No. 284,
Nev.Rev. Stat. §§ 598D.010 et seq.


Effective October 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 November 27, 2003

	
High Cost Home Loan


	
New Mexico

	
Home Loan Protection Act, N.M.
Rev. Stat. §§ 58-21A-1 et seq.


Effective as of January 1, 2004;
Revised as of February 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 January 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 January 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

	
Category under Applicable Anti-Predatory Lending Law


	
Georgia (Oct. 1, 2002 –
Mar. 6, 2003)

	
Georgia Fair Lending Act,
Ga.Code Ann. §§ 7-6A-1 et seq.


Effective October 1, 2002 –
March 6, 2003

	
Covered Loan


	
New Jersey

	
New Jersey Home Ownership
Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et
seq.


Effective November 27, 2003
– July 5, 2004

	
Covered Home Loan





 


 






 









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:


 


 


James Mark


Long Beach Securities
Corp.


1201 Third Avenue, 10th
Floor


Seattle, Washington
98101


Telephone:        (206) 377-2977


Facsimile:         (206) 490-5656


 


 











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‐WL1.


 


 


 


 


            The undersigned Master Servicer hereby acknowledges that
it has received from _______________________, as Trustee for the Holders of Long Beach Mortgage Loan Trust 2005‐WL1,
Asset-Backed Certificates, Series 2005‐WL1, 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 July 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‐WL1


 


____________________________________________________
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‐WL1, 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 July 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‐WL1 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 July 1, 2005 among Long Beach Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust
Company,


            Long Beach Mortgage Loan Trust 2005‐WL1,
Asset-Backed Certificates, Series 2005‐WL1


 


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 July 1, 2005 among Long Beach Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust
Company,


            Long Beach Mortgage Loan Trust 2005‐WL1,
Asset-Backed Certificates, Series 2005‐WL1


 


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 or second 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‐WL1, 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‐WL1,

Asset-Backed Certificates, Series 2005‐WL1  


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‐WL1, Asset-Backed Certificates, Series 2005‐WL1,
(the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as of July 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 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.


 


 


 


IN WITNESS WHEREOF, the
Transferee executed this certificate.


                                                                       


 [Transferee]



By:
                                                                 







Name:
                                                            







Title:
                                                               


 











EXHIBIT
J-1A


 


Form of Class B
Certificate Transferor Certificate


 


                                                                                   
[Date]


 


[TRUSTEE]


 


Re:
      Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates


Series
2005‐WL1 (the “Class B Certificates”)


 


Ladies and Gentlemen:


 


            This certificate is being delivered in connection with
the sale by [___________________] (the “Transferor”) to [_______________] (the “Transferee”) of Class B
Certificates having an Initial Certificate Principal Balance as of July 15, 2005 (the “Closing Date”) of
[$____________] (the “Transferred Certificates”).  The Class B Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of July 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 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
Certificate Transferee Certificate


 


                                                                                   
[Date]


 


[TRUSTEE]


 


                       
Re:       Long Beach Mortgage Loan Trust 2005‐WL1, Asset-Backed Certificates

Series 2005‐WL1(the “Class B Certificates”)


 


Ladies and Gentlemen:


 


            [___________________] (the “Transferee”)
intends to purchase from ___________________ (the “Transferor”) Class B Certificates having an Initial Certificate
Principal Balance as of July 15, 2005 (the “Closing Date”) of [$____________] (the “Transferred
Certificates”).  The Class B Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement dated as of July 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 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 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 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‐WL1,

Asset-Backed Certificates Series 2005‐WL1   


 


Ladies and Gentlemen:


 


            In connection with our acquisition of $______ Initial
Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2005‐WL1 Asset-Backed
Certificates, Series 2005‐WL1 (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as
of July 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‐WL1,

Asset-Backed Certificates Series 2005‐WL1   


 


Ladies and Gentlemen:


 


            In connection with our acquisition of $______ Initial
Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2005‐WL1 Asset-Backed
Certificates, Series 2005‐WL1 (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement dated as
of July 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‐WL1,


ASSET-BACKED
CERTIFICATES, SERIES 2005‐WL1


 


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 July 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‐WL1,

Asset-Backed Certificates Series 2005‐WL1   


 


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 July 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



	

Group I/II Cap

 Scheduled Notional Amount ($)



	

Group I/II

 Strike Rate (%)



	

Group I/II

 Cap Rate (%)




	
August 25, 2005

	
NA

	
NA

	
NA


	
September 25, 2005

	
2,699,947,367

	
6.738140

	
10.250000


	
October 25, 2005

	
2,631,535,270

	
6.965100

	
10.250000


	
November 25, 2005

	
2,564,443,646

	
6.748890

	
10.250000


	
December 25, 2005

	
2,498,642,310

	
6.974680

	
10.250000


	
January 25, 2006

	
2,434,252,895

	
6.750360

	
10.250000


	
February 25, 2006

	
2,371,249,678

	
6.750940

	
10.250000


	
March 25, 2006

	
2,309,703,631

	
7.474900

	
10.250000


	
April  25, 2006

	
2,249,578,937

	
6.753110

	
10.250000


	
May 25, 2006

	
2,190,853,201

	
6.986460

	
10.250000


	
June 25, 2006

	
2,133,648,387

	
6.761690

	
10.250000


	
July 25, 2006

	
2,077,923,533

	
6.987660

	
10.250000


	
August 25, 2006

	
2,023,640,400

	
6.762820

	
10.250000


	
September 25, 2006

	
1,970,761,745

	
6.763380

	
10.250000


	
October 25, 2006

	
1,919,251,289

	
6.990460

	
10.250000


	
November 25, 2006

	
1,869,073,906

	
6.772930

	
10.250000


	
December 25, 2006

	
1,820,196,424

	
6.999320

	
10.250000


	
January 25, 2007

	
1,772,583,746

	
6.774110

	
10.250000


	
February 25, 2007

	
1,726,203,189

	
6.774670

	
10.250000


	
March 25, 2007

	
1,681,022,922

	
7.501160

	
10.250000


	
April  25, 2007

	
1,637,011,937

	
7.080160

	
10.250000


	
May 25, 2007

	
1,593,742,631

	
8.353200

	
10.250000


	
June 25, 2007

	
1,551,816,663

	
8.083930

	
10.250000


	
July 25, 2007

	
1,510,978,455

	
8.353550

	
10.250000


	
August 25, 2007

	
1,471,199,863

	
8.084230

	
10.250000


	
September 25, 2007

	
1,432,453,475

	
8.084390

	
10.250000


	
October 25, 2007

	
1,394,712,585

	
8.659790

	
10.250000


	
November 25, 2007

	
1,358,011,833

	
8.915590

	
10.250000


	
December 25, 2007

	
1,322,344,496

	
9.212560

	
10.250000


	
January 25, 2008

	
1,287,599,786

	
8.915120

	
10.250000


	
February 25, 2008

	
1,253,753,894

	
8.914870

	
10.250000


	
March 25, 2008

	
1,220,783,633

	
9.533010

	
10.250000


	
April 25, 2008

	
1,188,665,543

	
9.241710

	
10.250000


	
May 25, 2008

	
1,157,422,456

	
10.115870

	
10.250000


	
June 25, 2008

	
1,127,050,126

	
9.789860

	
10.250000


	
July 25, 2008

	
1,097,461,478

	
10.115490

	
10.250000


	
August 25, 2008

	
1,068,636,322

	
9.788510

	
10.250000


	
September 25, 2008

	
1,040,555,004

	
9.788960

	
10.250000





 


 


 


 


	

Distribution Date



	

Group III Cap

 Scheduled Notional Amount ($)



	

Group III

 Strike Rate (%)



	

Group III

 Cap Rate (%)




	
August 25, 2005

	
NA

	
NA

	
NA


	
September 25, 2005

	
178,955,858

	
6.431200

	
10.250000


	
October 25, 2005

	
174,373,499

	
6.645690

	
10.250000


	
November 25, 2005

	
169,894,768

	
6.431410

	
10.250000


	
December 25, 2005

	
165,516,823

	
6.645880

	
10.250000


	
January 25, 2006

	
161,236,963

	
6.431580

	
10.250000


	
February 25, 2006

	
157,052,628

	
6.431650

	
10.250000


	
March 25, 2006

	
152,961,393

	
7.120820

	
10.250000


	
April  25, 2006

	
148,960,969

	
6.431760

	
10.250000


	
May 25, 2006

	
145,049,196

	
6.646200

	
10.250000


	
June 25, 2006

	
141,236,345

	
6.431840

	
10.250000


	
July 25, 2006

	
137,522,511

	
6.646270

	
10.250000


	
August 25, 2006

	
133,905,124

	
6.431910

	
10.250000


	
September 25, 2006

	
130,381,685

	
6.431950

	
10.250000


	
October 25, 2006

	
126,949,755

	
6.646380

	
10.250000


	
November 25, 2006

	
123,606,962

	
6.432020

	
10.250000


	
December 25, 2006

	
120,350,994

	
6.646450

	
10.250000


	
January 25, 2007

	
117,179,599

	
6.432090

	
10.250000


	
February 25, 2007

	
114,090,583

	
6.432120

	
10.250000


	
March 25, 2007

	
111,081,810

	
7.121320

	
10.250000


	
April  25, 2007

	
108,151,197

	
6.432200

	
10.250000


	
May 25, 2007

	
105,296,718

	
6.646640

	
10.250000


	
June 25, 2007

	
102,516,398

	
7.135610

	
10.250000


	
July 25, 2007

	
99,814,910

	
7.373390

	
10.250000


	
August 25, 2007

	
97,183,466

	
7.135470

	
10.250000


	
September 25, 2007

	
94,620,249

	
7.135400

	
10.250000


	
October 25, 2007

	
92,123,495

	
7.373170

	
10.250000


	
November 25, 2007

	
89,691,482

	
7.135250

	
10.250000


	
December 25, 2007

	
87,322,532

	
7.737410

	
10.250000


	
January 25, 2008

	
85,017,003

	
7.487720

	
10.250000


	
February 25, 2008

	
82,771,220

	
7.487640

	
10.250000


	
March 25, 2008

	
80,583,637

	
8.003930

	
10.250000


	
April 25, 2008

	
78,452,748

	
7.487460

	
10.250000


	
May 25, 2008

	
76,377,084

	
9.455050

	
10.250000


	
June 25, 2008

	
74,366,255

	
9.501700

	
10.250000


	
July 25, 2008

	
72,408,659

	
9.817620

	
10.250000


	
August 25, 2008

	
70,501,538

	
9.500150

	
10.250000


	
September 25, 2008

	
69,002,602

	
9.499380

	
10.250000


	
October 25, 2008

	
67,221,519

	
9.815220

	
10.250000


	
November 25, 2008

	
65,486,359

	
10.051100

	
10.250000





 


 











 


SCHEDULE
III


 


[RESERVED]


 




SCHEDULE
IV


 


PMI MORTGAGE LOAN
SCHEDULE


 


NOT
APPLICABLE