Exhibit 4.1


 




 


 





LONG BEACH SECURITIES CORP.,


Depositor


 


 


LONG BEACH MORTGAGE COMPANY,


Seller and Master Servicer


 


 


and


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,


Trustee


 


 


POOLING AND SERVICING AGREEMENT


Dated as of November 1, 2005


 


 










 


 


Long Beach Mortgage Loan Trust 2005-WL3


 


Asset-Backed Certificates, Series 2005-WL3




 


 





 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
  11

  
	
  Section 1.01

  	
  Defined Terms

  	
  11

  
	
  Section 1.02

  	
  Accounting

  	
  82

  
	
  Section 1.03

  	
  Allocation of
  Certain Interest Shortfalls

  	
  82

  
	
  Section 1.04

  	
  Rights of the
  NIMS Insurer

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
  ORIGINAL ISSUANCE OF CERTIFICATES

  	
  83

  
	
  Section 2.01

  	
  Conveyance of
  Mortgage Loans

  	
  83

  
	
  Section 2.02

  	
  Acceptance of
  REMIC 1 by the Trustee

  	
  87

  
	
  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

  	
  88

  
	
  Section 2.04

  	
  Representations,
  Warranties and Covenants of the Master Servicer

  	
  91

  
	
  Section 2.05

  	
  Representations and
  Warranties of the Depositor

  	
  94

  
	
  Section 2.06

  	
  Issuance of
  Certificates

  	
  96

  
	
  Section 2.07

  	
  Reserved

  	
  96

  
	
  Section 2.08

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

  	
  96

  
	
   

  	
   

  	
   

  
	
  ARTICLE III ADMINISTRATION AND SERVICING OF THE
  MORTGAGE LOANS

  	
  98

  
	
  Section 3.01

  	
  Master Servicer
  to Act as Master Servicer

  	
  98

  
	
  Section 3.02

  	
  Sub-Servicing
  Agreements Between the Master Servicer and Sub-Servicers

  	
  100

  
	
  Section 3.03

  	
  Successor
  Sub-Servicers

  	
  102

  
	
  Section 3.04

  	
  Liability of the
  Master Servicer

  	
  102

  
	
  Section 3.05

  	
  No Contractual
  Relationship Between Sub-Servicers and the NIMS Insurer, the Class I A4
  Insurer, the Trustee or Certificateholders

  	
  103

  
	
  Section 3.06

  	
  Assumption or
  Termination of Sub-Servicing Agreements by Trustee

  	
  103

  
	
  Section 3.07

  	
  Collection of
  Certain Mortgage Loan Payments

  	
  103

  
	
  Section 3.08

  	
  Sub-Servicing
  Accounts

  	
  104

  
	
  Section 3.09

  	
  Collection of
  Taxes, Assessments and Similar Items; Servicing Accounts

  	
  105

  
	
  Section 3.10

  	
  Collection Account
  and Distribution Account

  	
  106

  
	
  Section 3.11

  	
  Withdrawals from
  the Collection Account and Distribution Account

  	
  108

  
	
  Section 3.12

  	
  Investment of
  Funds in the Collection Account and the Distribution Account

  	
  110

  
	
  Section 3.13

  	
  Reserved

  	
  112

  
	
  Section 3.14

  	
  Maintenance of
  Hazard Insurance and Errors and Omissions and Fidelity Coverage

  	
  112

  
	
  Section 3.15

  	
  Enforcement of
  Due-On-Sale Clauses; Assumption Agreements

  	
  113

  
	
  Section 3.16

  	
  Realization Upon
  Defaulted Mortgage Loans

  	
  114

  
	
  Section 3.17

  	
  Trustee to Cooperate;
  Release of Mortgage Files

  	
  117

  
	
  Section 3.18

  	
  Servicing
  Compensation

  	
  119

  



 





















 


	
  Section 3.19

  	
  Reports to the
  Trustee; Collection Account Statements

  	
  119

  
	
  Section 3.20

  	
  Statement as to
  Compliance

  	
  120

  
	
  Section 3.21

  	
  Independent
  Public Accountants’ Servicing Report

  	
  120

  
	
  Section 3.22

  	
  Access to
  Certain Documentation

  	
  121

  
	
  Section 3.23

  	
  Title,
  Management and Disposition of REO Property

  	
  121

  
	
  Section 3.24

  	
  Obligations of
  the Master Servicer in Respect of Prepayment Interest Shortfalls

  	
  124

  
	
  Section 3.25

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

  	
  124

  
	
  Section 3.26

  	
  Reserve Fund

  	
  125

  
	
  Section 3.27

  	
  Advance Facility

  	
  126

  
	
  Section 3.28

  	
  PMI Policy;
  Claims Under the PMI Policy

  	
  127

  
	
  Section 3.29

  	
  Swap Agreement

  	
  128

  
	
  Section 3.30

  	
  Cap Agreements

  	
  128

  
	
  Section 3.31

  	
  Replacement Swap
  Agreement

  	
  129

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV FLOW OF FUNDS

  	
  130

  
	
  Section 4.01

  	
  Distributions

  	
  130

  
	
  Section 4.02

  	
  Preference
  Claims

  	
  153

  
	
  Section 4.03

  	
  Statements

  	
  153

  
	
  Section 4.04

  	
  Remittance
  Reports; Advances

  	
  158

  
	
  Section 4.05

  	
  Distributions on
  the REMIC Regular Interests

  	
  160

  
	
  Section 4.06

  	
  Allocation of
  Realized Losses

  	
  163

  
	
  Section 4.07

  	
  Compliance with
  Withholding Requirements

  	
  167

  
	
  Section 4.08

  	
  Commission
  Reporting

  	
  168

  
	
  Section 4.09

  	
  Supplemental
  Interest Account

  	
  168

  
	
  Section 4.10

  	
  Final Maturity
  Reserve Account

  	
  169

  
	
  Section 4.11

  	
  Class I A4
  Policy; Rights of the Class I A4 Insurer

  	
  170

  
	
   

  	
   

  	
   

  
	
  ARTICLE V THE CERTIFICATES

  	
  174

  
	
  Section 5.01

  	
  The Certificates

  	
  174

  
	
  Section 5.02

  	
  Registration of
  Transfer and Exchange of Certificates

  	
  176

  
	
  Section 5.03

  	
  Mutilated,
  Destroyed, Lost or Stolen Certificates

  	
  181

  
	
  Section 5.04

  	
  Persons Deemed
  Owners

  	
  181

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI THE MASTER SERVICER AND THE
  DEPOSITOR

  	
  181

  
	
  Section 6.01

  	
  Liability of the
  Master Servicer and the Depositor

  	
  181

  
	
  Section 6.02

  	
  Merger or
  Consolidation of the Depositor or the Master Servicer

  	
  181

  
	
  Section 6.03

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

  	
  182

  
	
  Section 6.04

  	
  Limitation on
  Resignation of Master Servicer

  	
  183

  
	
  Section 6.05

  	
  Rights of the
  Depositor, the NIMS Insurer, the Class I A4 Insurer and the Trustee in Respect
  of the Master Servicer

  	
  184

  



 





















 


	
  ARTICLE VII DEFAULT

  	
  185

  
	
  Section 7.01

  	
  Master Servicer
  Events of Default

  	
  185

  
	
  Section 7.02

  	
  Trustee to Act;
  Appointment of Successor

  	
  187

  
	
  Section 7.03

  	
  Notification to
  Certificateholders

  	
  189

  
	
  Section 7.04

  	
  Waiver of Master
  Servicer Events of Default

  	
  189

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII THE TRUSTEE

  	
  190

  
	
  Section 8.01

  	
  Duties of
  Trustee

  	
  190

  
	
  Section 8.02

  	
  Certain Matters
  Affecting the Trustee

  	
  191

  
	
  Section 8.03

  	
  Trustee Not
  Liable for Certificates or Mortgage Loans

  	
  193

  
	
  Section 8.04

  	
  Trustee May Own
  Certificates

  	
  193

  
	
  Section 8.05

  	
  Trustee’s Fees
  and Expenses

  	
  193

  
	
  Section 8.06

  	
  Eligibility
  Requirements for Trustee

  	
  194

  
	
  Section 8.07

  	
  Resignation or
  Removal of Trustee

  	
  195

  
	
  Section 8.08

  	
  Successor
  Trustee

  	
  195

  
	
  Section 8.09

  	
  Merger or
  Consolidation of Trustee

  	
  196

  
	
  Section 8.10

  	
  Appointment of
  Co-Trustee or Separate Trustee

  	
  196

  
	
  Section 8.11

  	
  Appointment of
  Custodians

  	
  197

  
	
  Section 8.12

  	
  Appointment of
  Office or Agency

  	
  198

  
	
  Section 8.13

  	
  Representations
  and Warranties of the Trustee

  	
  198

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX TERMINATION

  	
  199

  
	
  Section 9.01

  	
  Termination Upon
  Purchase or Liquidation of All Mortgage Loans

  	
  199

  
	
  Section 9.02

  	
  Additional
  Termination Requirements

  	
  202

  
	
   

  	
   

  	
   

  
	
  ARTICLE X REMIC PROVISIONS

  	
  203

  
	
  Section 10.01

  	
  REMIC
  Administration

  	
  203

  
	
  Section 10.02

  	
  Prohibited
  Transactions and Activities

  	
  207

  
	
  Section 10.03

  	
  Trustee, Master
  Servicer and Depositor Indemnification

  	
  208

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS PROVISIONS

  	
  208

  
	
  Section 11.01

  	
  Amendment

  	
  208

  
	
  Section 11.02

  	
  Recordation of
  Agreement; Counterparts

  	
  210

  
	
  Section 11.03

  	
  Limitation on
  Rights of Certificateholders

  	
  211

  
	
  Section 11.04

  	
  Governing Law;
  Jurisdiction

  	
  211

  
	
  Section 11.05

  	
  Notices

  	
  211

  
	
  Section 11.06

  	
  Severability of
  Provisions

  	
  212

  
	
  Section 11.07

  	
  Notice to the
  Rating Agencies, the Cap Provider, the Swap Counterparty, the Class I A4
  Insurer and the NIMS Insurer

  	
  212

  
	
  Section 11.08

  	
  Article and
  Section References

  	
  213

  
	
  Section 11.09

  	
  Third-Party
  Beneficiaries

  	
  214

  
	
  Section 11.10

  	
  Grant of
  Security Interest

  	
  214

  



 





















 


Exhibits


 


	
  Exhibit A-1

  	
  Form of Class I-A1
  Certificates

  	
   

  
	
  Exhibit A-2

  	
  Form of Class I-A2
  Certificates

  	
   

  
	
  Exhibit A-3

  	
  Form of Class I-A3
  Certificates

  	
   

  
	
  Exhibit A-4

  	
  Form of Class I-A4
  Certificates

  	
   

  
	
  Exhibit A-5

  	
  Form of Class II-A1
  Certificates

  	
   

  
	
  Exhibit A-6

  	
  Form of Class II-A2A
  Certificates

  	
   

  
	
  Exhibit A-7

  	
  Form of Class II-A2B
  Certificates

  	
   

  
	
  Exhibit A-8

  	
  Form of Class II-A3
  Certificates

  	
   

  
	
  Exhibit A-9

  	
  Form of Class M-1
  Certificates

  	
   

  
	
  Exhibit A-10

  	
  Form of Class M-2
  Certificates

  	
   

  
	
  Exhibit A-11

  	
  Form of Class M-3
  Certificates

  	
   

  
	
  Exhibit A-12

  	
  Form of Class M-4
  Certificates

  	
   

  
	
  Exhibit A-13

  	
  Form of Class M-5
  Certificates

  	
   

  
	
  Exhibit A-14

  	
  Form of Class M-6
  Certificates

  	
   

  
	
  Exhibit A-15

  	
  Form of Class M-7
  Certificates

  	
   

  
	
  Exhibit A-16

  	
  Form of Class M-8
  Certificates

  	
   

  
	
  Exhibit A-17

  	
  Form of Class M-9
  Certificates

  	
   

  
	
  Exhibit A-18

  	
  Form of Class B-1
  Certificates

  	
   

  
	
  Exhibit A-19

  	
  Form of Class B-2
  Certificates

  	
   

  
	
  Exhibit A-20

  	
  Form of Class C
  Certificates

  	
   

  
	
  Exhibit A-21

  	
  Form of Class P
  Certificates

  	
   

  
	
  Exhibit A-22

  	
  Form of Class R
  Certificates

  	
   

  
	
  Exhibit A-23

  	
  Form of Class R-CX
  Certificates

  	
   

  
	
  Exhibit A-24

  	
  Form of Class R-PX
  Certificates

  	
   

  
	
  Exhibit B-1

  	
  Form of
  Group I Senior Cap Agreement

  	
   

  
	
  Exhibit B-2

  	
  Form of
  Group II Senior Cap Agreement

  	
   

  
	
  Exhibit B-3

  	
  Form of
  Subordinate 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

  	
  Form of
  Swap Agreement

  	
   

  
	
  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

  	
   

  
	
  Exhibit M

  	
  Form of
  Officer’s Certificate re Waiver of Prepayment Charges

  	
   

  
	
  Exhibit N

  	
  Form of
  Residual NIM Holder Certificate

  	
   

  
	
  Exhibit O

  	
  Form of the
  Class I-A4 Policy

  	
   

  



 





















 


Schedules


 


	
  Schedule I

  	
  Prepayment
  Charge Schedule

  	
   

  
	
  Schedule II

  	
  Reserved

  	
   

  
	
  Schedule III

  	
  Reserved

  	
   

  
	
  Schedule IV

  	
  PMI Mortgage Loan
  Schedule (Not applicable)

  	
   

  



 





















 


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


 


PRELIMINARY STATEMENT:


 


The Depositor intends to sell pass-through
certificates (collectively, the “Certificates”), to be issued hereunder in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder.  The Certificates will consist of twenty-four
classes of certificates, designated as (i) the Class I-A1
Certificates, (ii) the Class I-A2 Certificates, (iii) the Class I-A3
Certificates, (iv) the Class I-A4 Certificates, (v) the Class II-A1
Certificates, (vi) the Class II-A2A Certificates, (vii) the Class II-A2B
Certificates, (viii) the Class II-A3 Certificates, (ix) the Class M-1
Certificates, (x) the Class M-2 Certificates, (xi) the Class M-3
Certificates, (xii) the Class M-4 Certificates, (xiii) the Class M-5
Certificates, (xiv) the Class M-6 Certificates, (xv) the Class M-7
Certificates, (xvi) the Class M-8 Certificates, (xvii) the Class M-9
Certificates, (xviii) the Class B-1 Certificates, (xix) the Class B-2
Certificates, (xx) the Class C Certificates, (xxi) the Class P
Certificates, (xxii) the Class R Certificates, (xxiii) the Class R-CX
Certificates and (xxiv) the Class R-PX Certificates.


 


1





















 


REMIC 1


 


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


 


	
  Designation

  	
   

  	
  Initial

  Uncertificated

  Principal Balance

  	
   

  	
  Uncertificated

  REMIC 1A

  Pass-Through Rate

  	
   

  	
  Rate Change

  Date

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
  A

  	
   

  	
  $

  	
  1,972,131,206.45

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 2045

  	
   

  
	
  G1-A

  	
   

  	
  $

  	
  93,233,510.00

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 2045

  	
   

  
	
  G1-B

  	
   

  	
  $

  	
  31,660,652.55

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 2045

  	
   

  
	
  G2-A

  	
   

  	
  $

  	
  70,343,800.00

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 2045

  	
   

  
	
  G2-B

  	
   

  	
  $

  	
  23,887,738.16

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 2045

  	
   

  
	
  P

  	
   

  	
  $

  	
  100.00

  	
   

  	
  Variable(2)

  	
   

  	
  N/A

  	
   

  	
  November, 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
maturity date for the Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each REMIC 1 Regular
Interest.


 


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


 


2





















 


REMIC 2


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the REMIC 1 Regular
Interests and certain other related assets subject to this Agreement (exclusive
of the Reserve Fund, the Supplemental Interest Account, the Final Maturity
Reserve Account 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 2.”  The Class R-2
Interest shall represent the sole class of “residual interests” in REMIC 2 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 2 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 2 Regular Interests.  None of the REMIC 2 Regular Interests will be
certificated.


 




	
  Designation

  	
   

  	
  Initial Uncertificated

  Principal Balance

  	
   

  	
  Uncertificated

  REMIC 2

  Pass-Through

  Rate

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
  A

  	
   

  	
  $

  	
  1,972,131,206.45

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  G1-SR

  	
   

  	
  $

  	
  93,233,510.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  G2-SR

  	
   

  	
  $

  	
  70,343,800.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  SUB-A

  	
   

  	
  $

  	
  34,652,590.72

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  Swap

  	
   

  	
  $

  	
  20,895,800.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  FMR IO

  	
   

  	
  N/A

  	
  (3)

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  P

  	
   

  	
  $

  	
  100.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 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 2
Regular Interest.


 


(2)          Calculated in accordance
with the definition of “Uncertificated REMIC 2 Pass-Through Rate” herein.


 


(3)          REMIC 2 Regular
Interest FMR IO will not have a principal amount but will at all times have a
notional amount equal to the principal amount of all of the REMIC 1 Regular
Interests.


 


3





















 


REMIC 3


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the REMIC 2 Regular
Interests and certain other related assets subject to this Agreement (exclusive
of the Reserve Fund, the Supplemental Interest Account, the Final Maturity
Reserve Account 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 3.”  The Class R-3
Interest shall represent the sole class of “residual interests” in REMIC 3 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 3 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 3 Regular Interests.  None of the REMIC 3 Regular Interests will be
certificated.


 




	
  Designation

  	
   

  	
  Initial Uncertificated

  Principal Balance

  	
   

  	
  Uncertificated

  REMIC 1

  Pass-Through

  Rate

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
  AA

  	
   

  	
  $

  	
  1,073,715,884.51

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IA1

  	
   

  	
  $

  	
  2,216,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IA2

  	
   

  	
  $

  	
  1,480,735.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IA3

  	
   

  	
  $

  	
  265,690.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IA4

  	
   

  	
  $

  	
  699,250.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IIA1

  	
   

  	
  $

  	
  1,969,240.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IIA2A

  	
   

  	
  $

  	
  1,044,790.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IIA2B

  	
   

  	
  $

  	
  261,200.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  IIA3

  	
   

  	
  $

  	
  241,960.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M1

  	
   

  	
  $

  	
  542,335.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M2

  	
   

  	
  $

  	
  531,380.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M3

  	
   

  	
  $

  	
  175,300.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M4

  	
   

  	
  $

  	
  262,950.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M5

  	
   

  	
  $

  	
  169,820.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M6

  	
   

  	
  $

  	
  131,475.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M7

  	
   

  	
  $

  	
  169,820.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M8

  	
   

  	
  $

  	
  125,995.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M9

  	
   

  	
  $

  	
  120,520.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  B1

  	
   

  	
  $

  	
  109,565.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  B2

  	
   

  	
  $

  	
  109,565.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  ZZ

  	
   

  	
  $

  	
  11,284,979.07

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  1GRP

  	
   

  	
  $

  	
  9,323,351.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  2GRP

  	
   

  	
  $

  	
  7,034,380.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  SUB GRP

  	
   

  	
  $

  	
  5,554,839.07

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  Swap IO

  	
   

  	
  N/A

  	
  (3)

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  FMR IO

  	
   

  	
  N/A

  	
  (4)

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  XX

  	
   

  	
  $

  	
  1,073,715,883.51

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  P

  	
   

  	
  $

  	
  100.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 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 3
Regular Interest.


 


(2)          Calculated in accordance
with the definition of “Uncertificated REMIC 3 Pass-Through Rate” herein.


 


4





















 


(3)          REMIC 3 Regular
Interest Swap IO will not have a principal amount but will at all times have a
notional amount equal to the principal amount of REMIC 2 Regular Interest Swap.


 


(4)          REMIC 3 Regular
Interest FMR IO will not have a principal amount but will at all times have a
notional amount equal to the principal amount of all of the REMIC 2 Regular
Interests.


 


5





















 


REMIC 4


 


As provided herein, the Trustee shall make an election
to treat the segregated pool of assets consisting of the REMIC 3 Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC 4.” 
The Class R-4 Interest represents the sole class of “residual
interests” in REMIC 4 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 4 and each class of uncertificated “regular interests” in
REMIC 4:


 


	
  Class Designation

  	
   

  	
  Original Class

  Certificate Principal

  Balance

  	
   

  	
  Pass-Through

  Rate

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
  I-A1

  	
   

  	
  $

  	
  443,200,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  I-A2

  	
   

  	
  $

  	
  296,147,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  I-A3

  	
   

  	
  $

  	
  53,138,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  I-A4

  	
   

  	
  $

  	
  139,850,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  II-A1

  	
   

  	
  $

  	
  393,848,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  II-A2A

  	
   

  	
  $

  	
  208,958,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  II-A2B

  	
   

  	
  $

  	
  52,240,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  II-A3

  	
   

  	
  $

  	
  48,392,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-1

  	
   

  	
  $

  	
  108,467,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-2

  	
   

  	
  $

  	
  106,276,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-3

  	
   

  	
  $

  	
  35,060,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-4

  	
   

  	
  $

  	
  52,590,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-5

  	
   

  	
  $

  	
  33,964,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-6

  	
   

  	
  $

  	
  26,295,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-7

  	
   

  	
  $

  	
  33,964,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-8

  	
   

  	
  $

  	
  25,199,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  M-9

  	
   

  	
  $

  	
  24,104,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  B-1

  	
   

  	
  $

  	
  21,913,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  B-2

  	
   

  	
  $

  	
  21,913,000.00

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  Swap IO

  	
   

  	
  N/A

  	
  (5)

  	
  Variable(5)

  	
   

  	
  November, 2045

  	
   

  
	
  FM Reserve IO

  	
   

  	
  N/A

  	
  (5)

  	
  Variable(5)

  	
   

  	
  November, 2045

  	
   

  
	
  Class C Interest(3)

  	
   

  	
  $

  	
  65,738,907.17

  	
   

  	
  Variable(2)

  	
   

  	
  November, 2045

  	
   

  
	
  Class P Interest

  	
   

  	
  $

  	
  100.00

  	
   

  	
  N/A(4)

  	
   

  	
  November, 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 4.


 


(2)                                  Calculated
in accordance with the definition of “Pass-Through Rate” herein.


 


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


 


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


 


6





















 


(5)                                  The
interests designated “Swap IO” and “FM Reserve IO” will not have principal
amounts but will bear interest on notional amounts as specified in the
definition of “Notional Amount”, below. 
The interest rates are calculated in accordance with Uncertificated
REMIC 4 Pass-Through Rate” herein.  These
interests will not be certificated.  For
federal income tax purposes, the Swap IO Class will be entitled to 100% of
the interest paid on REMIC 3 Regular Interest Swap; and the FM Reserve IO
interest will be entitled to 100% of the interest paid on REMIC 3 Regular
Interest FMR IO.


 


7





















 


REMIC CX


 


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


 


	
  Designation

  	
   

  	
  Uncertificated REMIC CX

  Pass-Through Rate

  	
   

  	
  Initial Uncertificated

  Principal Balance

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class C

  	
   

  	
  Variable(2)

  	
   

  	
  $

  	
  65,738,907.17

  	
   

  	
  November, 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 CX
Regular Interest.


 


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


 


8





















 


REMIC PX


 


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


 


	
  Designation

  	
   

  	
  Uncertificated REMIC PX

  Pass-Through Rate

  	
   

  	
  Initial Uncertificated

  Principal Balance

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class P

  	
   

  	
  N/A(2)

  	
   

  	
  $

  	
  100.00

  	
   

  	
  November, 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 PX
Regular Interest.


 


(2)          The Class P
Certificates will not accrue interest.


 


9





















 


REMIC SwapX


 


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


 


	
  Designation

  	
   

  	
  Uncertificated REMIC PX

  Pass-Through Rate

  	
   

  	
  Initial Uncertificated

  Principal Balance

  	
   

  	
  Assumed Final

  Maturity Date(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class Swap IO

  	
   

  	
  N/A(2)

  	
   

  	
  $

  	
  0.00

  	
   

  	
  November, 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 SwapX
Regular Interest.


 


(2)          The Class Swap IO
Upper Tier Interest will not accrue interest on its Certificate Principal
Balance.  Instead, the monthly interest
due on the Class Swap IO Upper Tier Interest will be 100% of the interest
paid on the Class Swap IO Interest.


 


10





















 


ARTICLE I



DEFINITIONS


 


Section 1.01                                Defined
Terms.


 


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


 


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


 


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


 


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


 


“Additional Termination Event”:  As defined in the Swap Agreement.


 


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


 


“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.


 


11





















 


“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.


 


“Aggregate Final Maturity Reserve Amount”:  With respect any Distribution Date, the sum
of the Group I Final Maturity Reserve Amount and the Group II Final Maturity
Reserve Amount.


 


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


 


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


 


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


 


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


 


“Available Funds”:  With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the
Monthly Payments on the Mortgage Loans due on the related Due Date and received
on or prior to the related Determination Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent
Recoveries and other unscheduled recoveries of principal and interest in
respect of the Mortgage Loans during the related Prepayment Period (other than
any Prepayment Charges collected by the Master Servicer in connection with the
full or partial prepayment of any of the Mortgage Loans, any Master Servicer
Prepayment Charge Payment Amount in connection with the Mortgage Loans and any
Prepayment Interest Excess), (c) the aggregate of any amounts received in
respect of an REO Property acquired in respect of a Mortgage Loan withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the
Collection Account by the Master Servicer in respect of related Prepayment


 


12





















 


Interest Shortfalls on the Mortgage Loans for such
Distribution Date, (e) the aggregate of any Advances made by the Master
Servicer or the Trustee for such Distribution Date with respect to the Mortgage
Loans, (f) the aggregate of any related advances made by or on behalf of
the Trustee for such Distribution Date with respect to the Mortgage Loans
pursuant to Section 7.02(b) and (g) the aggregate of any amounts
constituting proceeds of repurchases or substitutions of the Mortgage Loans
occurring during the related Prepayment Period over (ii) the sum, without
duplication, of (a) amounts reimbursable or payable to the Depositor, the
Master Servicer, the Trustee, the Seller, the Class I-A4 Insurer, the NIMS
Insurer or any Sub-Servicer pursuant to Section 3.11 or Section 3.12
in respect of the Mortgage Loans or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection
Account or the Distribution Account pursuant to clauses (i)(a) through (g) above,
as the case may be, in error, (c) Stayed Funds, (d) any Trustee Fee
pursuant to Section 8.05 and any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 8.05, (e) the
PMI Insurer Fee payable from the Distribution Account and (f) amounts
reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) which
advance the Trustee has determined to be nonrecoverable from the Stayed Funds
in respect of which it was made.


 


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


 


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


 


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


 


“Calculation Period”:  As such term is defined in the Swap
Agreement.


 


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


 


“Cap Provider”: 
Credit Suisse First Boston International or any successor thereto.


 


“Certificate”: 
Any Regular Certificate or Residual Certificate.


 


13





















 


“Certificate Margin”:  With respect to the Class I-A1
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.13% per annum and (B) after the Optional Termination
Date, 0.26% per annum.  With respect to
the Class I-A2 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.29% per annum and (B) after the
Optional Termination Date, 0.58% per annum. 
With respect to the Class I-A3 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 0.39% per annum and
(B) after the Optional Termination Date, 0.78% per annum.  With respect to the Class I-A4
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.235% per annum and (B) after the Optional Termination
Date, 0.47% per annum.  With respect to
the Class II-A1 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.10% per annum and (B) after the
Optional Termination Date, 0.20% per annum. 
With respect to the Class II-A2A Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 0.14% per annum and
(B) after the Optional Termination Date, 0.28% per annum.  With respect to the Class II-A2B
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.26% per annum and (B) after the Optional Termination
Date, 0.52% per annum.  With respect to
the Class II-A3 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.33% per annum and (B) after the
Optional Termination Date, 0.66% per annum. 
With respect to the Class M-1 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 0.43% per annum and
(B) after the Optional Termination Date, 0.645% per annum.  With respect to the Class M-2
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.47% per annum and (B) after the Optional Termination
Date, 0.705% per annum.  With respect to
the Class M-3 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.48% per annum and (B) after the
Optional Termination Date, 0.72% per annum. 
With respect to the Class M-4 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 0.62% per annum and
(B) after the Optional Termination Date, 0.93% per annum.  With respect to the Class M-5
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.70% per annum and (B) after the Optional Termination
Date, 1.05% per annum.  With respect to
the Class M-6 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.74% per annum and (B) after the
Optional Termination Date, 1.11% per annum. 
With respect to the Class M-7 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 1.45% per annum and
(B) after the Optional Termination Date, 2.175% per annum.  With respect to the Class M-8
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 1.75% per annum and (B) after the Optional Termination
Date, 2.625% per annum.  With respect to
the Class M-9 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 2.00% per annum and (B) after the
Optional Termination Date, 3.00% per annum. 
With respect to the Class B-1 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 2.50% per annum and
(B) after the Optional Termination Date, 3.75% per annum.  With respect to the Class B-2
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 2.50% per annum and (B) after the Optional Termination
Date, 3.75% per annum.


 


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


 


14





















 


“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 including, in
the case of the Class I-A4 Certificates, any payments of principal under
the Class I-A4 Policy and, in the case of a Mezzanine Certificate or Class B
Certificate, Realized Losses allocated thereto on all prior Distribution Dates
and, in the case of a Mezzanine Certificate or Class B Certificate,
increased by the Allocated Realized Loss Amounts reinstated thereto on all
prior Distribution Dates due to Subsequent Recoveries.  With respect to any Class C Certificates
as of any date of determination, an amount equal to the Uncertificated
Principal Balance of the Class C Interest. 
The Residual Certificates will not have a Certificate Principal Balance.  Exclusively for the purpose of determining
any subrogation rights of the Class I-A4 Insurer arising under this
Agreement, “Certificate Principal Balance” of the Class I-A4 Certificates
shall not be reduced by the amount of any payments made by the Class I-A4
Insurer in respect of principal on such Certificates under the Class I-A4
Policy, except to the extent such payment shall have been reimbursed to the Class I-A4
Insurer pursuant to the provisions of this Agreement.


 


“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, the Class I-A4 Insurer 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, the Class I-A4
Insurer 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 4.


 


15





















 


“Class I-A2 Certificate”:  Any one of the Class I-A2 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 4.


 


“Class I-A3 Certificate”:  Any one of the Class I-A3 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 4.


 


“Class I-A4 Certificate”:  Any one of the Class I-A4 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 4.


 


“Class I-A4 Insurer”: MBIA Insurance
Corporation, a subsidiary of MBIA Inc., organized and created under the laws of
the State of New York, or any successor thereto.


 


“Class I-A4 Insurer Contact Person”: The
officer designated by the Master Servicer to provide information to the Class I-A4
Insurer pursuant to Section 4.11(i).


 


“Class I-A4 Insurer Default”: Any one of
the following events: (i) the Class I-A4 Insurer shall have failed to
make a required payment under the Class I-A4 Policy, (ii) a
proceeding in bankruptcy shall have been instituted by the Class I-A4
Insurer, or (iii) a decree or order for relief shall have been issued in
respect of a proceeding in bankruptcy against the Class I-A4 Insurer and
shall remain unstayed for a period of 60 consecutive days.


 


“Class I-A4 Late Payment Rate”: The rate
of interest publicly announced by Citibank, N.A. at its principal office in New
York, New York, as its prime rate (any change in such prime rate of interest to
be effective on the date such change is announced by Citibank, N.A.) plus 3%.
The Class I-A4 Late Payment Rate shall be computed on the basis of a year
of 365 days calculating the actual number of days elapsed.  In no event shall the Class I-A4 Late
Payment Rate exceed the maximum rate permissible under law applicable to this
Agreement limiting interest rates, as determined by the Class I-A4
Insurer.


 


“Class I-A4 Policy”: The irrevocable
Certificate Guaranty Insurance Policy, No. 47295, including any
endorsements thereto, issued by the Class I-A4 Insurer with respect to the
Class I-A4 Certificates, in the form attached hereto as Exhibit O.


 


“Class I-A4 Policy Payments Account”:  The account created and maintained by the
Trustee pursuant to Section 4.11(c) hereof, which shall be entitled “Deutsche
Bank National Trust Company, as Trustee, in trust for the registered Holders of
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3,
Class I-A4.”  The Class I-A4
Policy Payments Account must be an Eligible Account.  Funds in the Class I-A4 Policy Payments
Account shall be held in trust for the Class I-A4 Certificateholders for
the uses and purposes set forth in this Agreement.


 


16





















 


“Class I-A4 Premium”: With respect to the Class I-A4
Policy and any Distribution Date, an amount equal to the product of (i) one-twelfth
(1/12) of the Class I-A4 Policy Premium Rate and (ii) the Certificate
Principal Balance of the Class I-A4 Certificates immediately prior to such
Distribution Date.


 


“Class I-A4 Policy Premium Rate”: The “premium
percentage” set forth in the Commitment, dated as of November 29, 2005,
between the Class I-A4 Insurer and Credit Suisse First Boston LLC relating
to the Class I-A4 Policy.


 


“Class I-A4 Reimbursement Amount”: With
respect to any Distribution Date, (i) all Insured Payments paid by the Class I-A4
Insurer, for which the Class I-A4 Insurer has not been reimbursed prior to
such Distribution Date pursuant to Section 4.01 hereof, plus (ii) interest
accrued on such Insured Payments not previously repaid, calculated at the Class I-A4
Late Payment Rate from the date such Insured Payments were made plus (iii) all
amounts due to the Class I-A4 Insurer under the Insurance Agreement.


 


“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-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 4.


 


“Class II-A2A Certificate”:  Any one of the Class II-A2A Certificates
as designated on the face thereof substantially in the form annexed hereto as Exhibit A-6
executed, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 4.


 


“Class II-A2B Certificate”:  Any one of the Class II-A2B Certificates
as designated on the face thereof substantially in the form annexed hereto as Exhibit A-7
executed, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 4.


 


“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-8
executed, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 4.


 


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


 


“Class A Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the sum
of the Group I Senior Principal Distribution Amount and the Group II Senior
Principal Distribution Amount


 


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


 


“Class B-1 Certificate”:  Any one of the Class B-1 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-18,
executed, authenticated and


 


17





















 


delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 4.


 


“Class B-1 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class B-1 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), (v) the aggregate Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of
the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the
aggregate Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such Distribution Date), (viii) the aggregate Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the aggregate Certificate Principal Balance of
the Class M-8 Certificates (after taking into account the payment of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the aggregate
Certificate Principal Balance of the Class M-9 Certificates (after taking
into account the payment of the Class M-9 Principal Distribution Amount on
such Distribution Date) and (xi) the aggregate Certificate Principal Balance of
the Class B-1 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 92.00% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Overcollateralization Floor.


 


“Class B-2 Certificate”:  Any one of the Class B-2 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class B-2 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class B-2 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate


 


18





















 


Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking
into account the payment of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the aggregate Certificate Principal Balance
of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
aggregate Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the aggregate
Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the
aggregate Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the aggregate
Certificate Principal Balance of the Class M-7 Certificates (after taking
into account the payment of the Class M-7 Principal Distribution Amount on
such Distribution Date), (ix) the aggregate Certificate Principal Balance
of the Class M-8 Certificates (after taking into account the payment of
the Class M-8 Principal Distribution Amount on such Distribution Date),
(x) the aggregate Certificate Principal Balance of the Class M-9
Certificates (after taking into account the payment of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the aggregate
Certificate Principal Balance of the Class B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on
such Distribution Date) and (xii) the aggregate Certificate Principal Balance
of the Class B-2 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 94.00% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Overcollateralization Floor.


 


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


 


“Class C Interest” An uncertificated
interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C
Certificates and the Class R-CX Interest, evidencing a Regular Interest in
REMIC 4 for purposes of the REMIC Provisions.


 


“Class C Shortfall”:  As defined in Section 10.01(l) hereof.


 


“Class FMR IO Interest”  An uncertificated interest in the Trust Fund,
evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.


 


19





















 


“Class M-1 Certificate”:  Any one of the Class M-1 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-1 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-1 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 59.20% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Overcollateralization Floor.


 


“Class M-2 Certificate”:  Any one of the Class M-2 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-2 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-2 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 68.90%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the Overcollateralization
Floor.


 


“Class M-3 Certificate”:  Any one of the Class M-3 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-11,
executed, authenticated and


 


20





















 


delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 4.


 


“Class M-3 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-3 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 72.10%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.


 


“Class M-4 Certificate”:  Any one of the Class M-4 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-4 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-4 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), and (v) the aggregate Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 76.90%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of


 


21





















 


the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus the Overcollateralization
Floor.


 


“Class M-5 Certificate”:  Any one of the Class M-5 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-5 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-5 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), (v) the aggregate Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of
the Class M-4 Principal Distribution Amount on such Distribution Date) and
(vi) the aggregate Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 80.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.


 


“Class M-6 Certificate”:  Any one of the Class M-6 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-6 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-6 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the aggregate


 


22





















 


Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
aggregate Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the aggregate
Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and
(vii) the aggregate Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 82.40% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.


 


“Class M-7 Certificate”:  Any one of the Class M-7 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-7 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-7 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), (v) the aggregate Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of
the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the
aggregate Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such Distribution Date) and (viii) the aggregate Certificate Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 85.50% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related


 


23





















 


Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.


 


“Class M-8 Certificate”:  Any one of the Class M-8 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


“Class M-8 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-8 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), (v) the aggregate Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of
the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the
aggregate Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such Distribution Date), (viii) the aggregate Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (ix) the aggregate Certificate Principal Balance of
the Class M-8 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 87.80% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization Floor.


 


“Class M-9 Certificate”:  Any one of the Class M-9 Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 4.


 


24





















 


“Class M-9 Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the Class M-9 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the aggregate Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on
such Distribution Date), (v) the aggregate Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of
the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the
aggregate Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate
Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on
such Distribution Date), (viii) the aggregate Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the aggregate Certificate Principal Balance of
the Class M-8 Certificates (after taking into account the payment of the Class M-8
Principal Distribution Amount on such Distribution Date) and (x) the aggregate
Certificate Principal Balance of the Class M-9 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.00%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus the Overcollateralization
Floor.


 


“Class P Certificate”:  Any one of the Class P Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-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 PX.


 


“Class P Interest”:  An uncertificated interest in the Trust Fund
held by the Trustee on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.


 


“Class R Certificate”:  Any one of the Class R Certificates as
designated on the face thereof substantially in the form annexed hereto as Exhibit A-22,
executed, authenticated and delivered by the Trustee, evidencing the ownership
of the Class R-1 Interest, the Class R-2 Interest, the Class R-3
Interest and the Class R-4 Interest.


 


25





















 


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


 


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


 


“Class R-3 Interest”:  The Residual Interest in REMIC 3.


 


“Class R-4 Interest”:  The Residual Interest in REMIC 4.


 


“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-23,
executed, authenticated and delivered by the Trustee, evidencing the ownership
of the Class R-CX Interest and the Class R-SwapX Interest.


 


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


 


“Class R-PX Certificate”:  Any one of the Class R-PX Certificates
as designated on the face thereof substantially in the form annexed hereto as Exhibit A-24,
executed, authenticated and delivered by the Trustee, evidencing the ownership
of the Class R-PX Interest.


 


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


 


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


 


“Class Swap IO Interest”:  An uncertificated interest in the Trust Fund,
evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.


 


“Class Swap IO Upper-Tier Interest”:  An uncertificated interest in the Trust Fund,
evidencing a Regular Interest in REMIC SwapX for purposes of the REMIC
Provisions.


 


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


 


“Closing Date”: 
November 30, 2005.


 


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


 


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


 


“Collection Account”:  The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.10(a), which shall
be entitled “Deutsche Bank National Trust Company, as Trustee, in trust for
registered Holders of Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed
Certificates, Series 2005-WL3” and which must be an Eligible Account.


 


“Commission”: 
The Securities and Exchange Commission.


 


26





















 


“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 Swap
Counterparty, the Depositor, the Class I-A4 Insurer and the Master
Servicer.


 


“Corresponding Certificates”:  As shown on the following chart:


 




	
  REMIC 3 Regular Interest

  	
   

  	
  Corresponding Certificate

  
	
  IA1

  	
   

  	
  Class I-A1
  Certificates

  
	
  IA2

  	
   

  	
  Class I-A2
  Certificates

  
	
  IA3

  	
   

  	
  Class I-A3
  Certificates

  
	
  IA4

  	
   

  	
  Class I-A4
  Certificates

  
	
  IIA1

  	
   

  	
  Class II-A1
  Certificates

  
	
  IIA2A

  	
   

  	
  Class II-A2A
  Certificates

  
	
  IIA2B

  	
   

  	
  Class II-A2B
  Certificates

  
	
  IIA3

  	
   

  	
  Class II-A3
  Certificates

  
	
  M1

  	
   

  	
  Class M-1
  Certificates

  
	
  M2

  	
   

  	
  Class M-2
  Certificates

  
	
  M3

  	
   

  	
  Class M-3
  Certificates

  
	
  M4

  	
   

  	
  Class M-4
  Certificates

  
	
  M5

  	
   

  	
  Class M-5
  Certificates

  
	
  M6

  	
   

  	
  Class M-6
  Certificates

  
	
  M7

  	
   

  	
  Class M-7
  Certificates

  
	
  M8

  	
   

  	
  Class M-8
  Certificates

  
	
  M9

  	
   

  	
  Class M-9
  Certificates

  






 


27





















 




	
  REMIC 3 Regular Interest

  	
   

  	
  Corresponding Certificate

  
	
  B1

  	
   

  	
  Class B-1
  Certificates

  
	
  B2

  	
   

  	
  Class B-2
  Certificates

  
	
  Class C Interest

  	
   

  	
  Class C
  Certificates

  
	
  P and the Class P
  Interest

  	
   

  	
  Class P
  Certificates

  






 


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


 


“Cumulative Loss Trigger Event”:  A Cumulative Loss Trigger Event has occurred
with respect to any Distribution Date in or after December 2007, if the
percentage obtained by dividing (x) the aggregate amount of Realized Losses
incurred (less any Subsequent Recoveries) with respect to the Mortgage Loans
from the Cut-off Date through the last day of the related Due Period by (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, exceeds the applicable percentage set forth below for such Distribution
Date:


 


	
  Distribution Date Occurring in

  	
   

  	
  Cumulative Loss Percentage

  
	
   

  	
   

  	
   

  
	
  December 2007
  through

  November 2008

  	
   

  	
  1.25% for the
  first month, plus an additional 1/12th of 1.60% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2008
  through

  November 2009

  	
   

  	
  2.85% for the
  first month, plus an additional 1/12th of 1.55% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2009
  through

  November 2010

  	
   

  	
  4.40% for the
  first month, plus an additional 1/12th of 1.30% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2010
  through

  November 2011

  	
   

  	
  5.70% for the
  first month, plus an additional 1/12th of 0.65% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2011
  and thereafter

  	
   

  	
  6.35% for each
  month.

  



 


“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.


 


28





















 


“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, November 1, 2005;
and with respect to each Qualified Substitute Mortgage Loan, its date of
substitution, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Delinquency Trigger Event”:  A Delinquency Trigger Event has occurred with
respect to a Distribution Date if the Delinquency Percentage exceeds 31.00% of
the Credit Enhancement Percentage.


 


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


 


29





















 


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


 


30





















 


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-WL3, Asset-Backed Certificates, Series 2005-WL3” 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 December 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.


 


“Early Termination Date”:  As defined in the Swap Agreement.


 


“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 is the Sub-Servicer, any account maintained with
Washington Mutual Bank shall be an Eligible Account if the long-term unsecured
debt obligations of Washington Mutual Bank 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 are rated no lower than A-2 by S&P,
provided that if the long-term unsecured debt obligations of Washington Mutual
Bank 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 (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, the Class I-A4 Insurer 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


 


31





















 


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 (without giving
effect to the Class I-A4 Policy) as evidenced by a letter from each Rating
Agency to the Trustee.  Eligible Accounts
may bear interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final Maturity Reserve Account”:  As defined in Section 4.10(a) hereof.


 


“Final Maturity Reserve Funding Date”:  The earlier of (a) the Distribution Date
in November 2035 and (b) the Distribution Date on which the amount on
deposit in the Final Maturity Reserve Account (after giving effect to all
distributions on such Distribution Date other than distributions from the Final
Maturity Reserve Account) is equal to the Stated Principal Balance of the
Mortgage Loans having 40 year original terms to maturity (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).


 


“Final Maturity Reserve Rate”:  An annual rate of 0.73%.


 


32





















 


“Final Maturity Reserve Shortfall”:  With respect to any Distribution Date, the
excess of (a) the
Stated Principal Balance of the Mortgage Loans having 40 year original terms to
maturity (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) over (b) amounts on
deposit in the Final Maturity Reserve Account (after giving effect to all
distributions on such Distribution Date other than distributions from the Final
Maturity Reserve Account).


 


“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,
Section 3.16(c) or Section 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.


 


“Fiscal Agent”: 
As defined in the Class I-A4 Policy.


 


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


 


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


 


“Formula Rate”: 
For any Distribution Date and the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates, LIBOR for such
Distribution Date plus the related Certificate Margin.


 


“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.


 


“Gross Swap Reimbursement Amount”:  With respect to each Distribution Date, the
sum of (a) the Swap Reimbursement Amount in respect of such Distribution
Date, (b) any portion of the Gross Swap Reimbursement Amount in respect of
the prior Distribution Date that remains unpaid as of the date immediately
after such prior Distribution Date and (c) interest in respect of


 


33





















 


any such unpaid Gross Swap Reimbursement Amount
charged at a rate equal to the Formula Rate in respect of the Class II-A2A
Certificates applicable to the prior Accrual Period.


 


“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 $1,248,941,625.53.


 


“Group I Final Maturity Reserve Amount”:  With respect to any Distribution Date, (a) on
and after the Distribution Date in December 2012 up to and including the
Final Maturity Reserve Funding Date if the constant prepayment rate of the
Mortgage Loans is equal to or less than 5% on such Distribution Date, the
lesser of (A) the product of (i) the Final Maturity Reserve Rate, (ii) the
aggregate Stated Principal Balance of the Group I Mortgage Loans on the first
day of the related Due Period (not including for this purpose the Group I
Mortgage Loans for which prepayments in full have been received and distributed
in the month prior to that Distribution Date) and (iii) a fraction, the
numerator of which is 30 and the denominator of which is 360 and (B) the
Final Maturity Reserve Shortfall for such Distribution Date multiplied by a
fraction, (1) the numerator of which is the aggregate Stated Principal
Balance of the Group I Mortgage Loans on the first day of the related Due
Period (not including for this purpose the Group I Mortgage Loans for which
prepayments in full have been received and distributed in the month prior to
that Distribution Date), and (2) the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans on the first day of the related
Due Period (not including for this purpose the Mortgage Loans for which
prepayments in full have been received and distributed in the month prior to
that Distribution Date), and (b) on any other Distribution Date, zero.


 


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


 


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


 


“Group I Principal Allocation Percentage”:  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 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 Overcollateralization Release Amount multiplied by the Group I
Principal Allocation Percentage for such Distribution Date, and (ii) the
Extra Principal Distribution Amount multiplied by the Group I Principal
Allocation Percentage for such Distribution Date.


 


“Group I Principal Remittance Amount”:  With respect to any Distribution Date, the
sum of (i) all scheduled payments of principal collected or advanced on
the Group I Mortgage Loans by the Master Servicer that were due during the
related Due Period, (ii) all partial and full


 


34





















 


principal prepayments of the Group I Mortgage Loans
applied by the Master Servicer during the related Prepayment Period, (iii) the
principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross
Subsequent Recoveries received during the related Prepayment Period with
respect to the Group I Mortgage Loans, (iv) that portion of the Purchase
Price, representing principal of any repurchased Group I Mortgage Loan,
deposited to the Collection Account during the related Prepayment Period, (v) the
principal portion of any Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period with respect to the Group I
Mortgage Loans and (vi) on the Distribution Date on which the Trust is to
be terminated in accordance with this Agreement, that portion of the
Termination Price representing principal with respect to the Group I Mortgage
Loans.


 


“Group I Senior Cap Agreement”:  The interest rate cap agreement consisting of
a 1992 ISDA Master Agreement (Multicurrency Border) and a Schedule dated
as of the Closing Date and a 1994 ISDA Credit Support Annex (Bilateral Form New
York Law) and the related Confirmation thereto, 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 Senior Certificates”:  The Class I-A1 Certificates, the Class I-A2
Certificates, the Class I-A3 Certificates and the Class I-A4
Certificates.


 


“Group I Senior Principal Distribution Amount”:  With respect to any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, the
amount equal to the lesser of (I) the aggregate Certificate Principal Balance
of the 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) 49.30% 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 0.50% of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.


 


“Group I Subordinate Amount”:  With respect to any Distribution Date, the
excess of the Stated Principal Balances of the Group I Mortgage Loans as of
such Distribution Date over the aggregate Certificate Principal Balance of the
Group I Senior Certificates immediately after such Distribution Date.


 


“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 $942,315,381.64.


 


35





















 


“Group II Final Maturity Reserve Amount”:  With respect to any Distribution Date, (a) on
and after the Distribution Date in December 2012 up to and including the
Final Maturity Reserve Funding Date if the constant prepayment rate of the
Mortgage Loans is equal to or less than 5% on such Distribution Date, the
lesser of (A) the product of (i) the Final Maturity Reserve Rate, (ii) the
aggregate Stated Principal Balance of the Group II Mortgage Loans on the first
day of the related Due Period (not including for this purpose the Group II
Mortgage Loans for which prepayments in full have been received and distributed
in the month prior to that Distribution Date) and (iii) a fraction, the
numerator of which is 30 and the denominator of which is 360 and (B) the
Final Maturity Reserve Shortfall for such Distribution Date multiplied by a
fraction, (1) the numerator of which is the aggregate Stated Principal Balance
of the Group II Mortgage Loans on the first day of the related Due Period (not
including for this purpose the Group II Mortgage Loans for which prepayments in
full have been received and distributed in the month prior to that Distribution
Date), and (2) the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans on the first day of the related Due Period (not
including for this purpose the Mortgage Loans for which prepayments in full
have been received and distributed in the month prior to that Distribution
Date), and (b) on any other Distribution Date, zero.


 


“Group II Fraction:”  With respect to any Distribution Date, the
Certificate Principal Balance of the Class II-A2A Certificates immediately
prior to such Distribution Date divided by the Certificate Principal Balance of
the Group II Senior Certificates immediately prior to such Distribution Date.


 


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


 


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


 


“Group II Principal Allocation Percentage”:  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 Principal Remittance Amount for such Distribution Date.


 


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


 


“Group II Principal Remittance Amount”:  With respect to any Distribution Date, the
sum of (i) all scheduled payments of principal collected or advanced on
the Group II Mortgage Loans by the Master Servicer that were due during the
related Due Period, (ii) all partial and full principal prepayments of the
Group II Mortgage Loans applied by the Master Servicer during the


 


36





















 


related Prepayment Period, (iii) the principal
portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross
Subsequent Recoveries received during the related Prepayment Period with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase
Price, representing principal of any repurchased Group II Mortgage Loan,
deposited to the Collection Account during the related Prepayment Period, (v) the
principal portion of any Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period with respect to the Group II
Mortgage Loans and (vi) on the Distribution Date on which the Trust is to
be terminated in accordance with this Agreement, that portion of the
Termination Price representing principal with respect to the Group II Mortgage
Loans.


 


“Group II Senior Cap Agreement”:  The interest rate cap agreement consisting of
a 1992 ISDA Master Agreement (Multicurrency Border) and a Schedule dated
as of the Closing Date and a 1994 ISDA Credit Support Annex (Bilateral Form New
York Law) and the related Confirmation thereto, 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 II Senior Certificates”:  The Class II-A1 Certificates, the Class II-A2A
Certificates, the Class II-A2B Certificates and the Class II-A3
Certificates.


 


“Group II Senior Principal Distribution Amount”:  With respect to any Distribution Date on or after
the Stepdown Date and on which a Trigger Event is not in effect, the amount
equal to the lesser of (I) the aggregate Certificate Principal Balance of the
Group II Senior Certificates immediately prior to such Distribution Date and
(II) the excess of (x) the aggregate Certificate Principal Balance of the Group
II Senior Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 49.30% 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 0.50% of the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.


 


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


 


37





















 


	
  Distribution Date Occurring

  in

  	
   

  	
  Cumulative Loss Percentage

  
	
   

  	
   

  	
   

  
	
  December 2005
  through November 2007

  	
   

  	
  1.25%.

  
	
   

  	
   

  	
   

  
	
  December 2007
  through November 2008

  	
   

  	
  1.25% for the first
  month, plus an additional 1/12th of 1.60% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2008
  through November 2009

  	
   

  	
  2.85% for the
  first month, plus an additional 1/12th of 1.55% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2009
  through November 2010

  	
   

  	
  4.40% for the
  first month, plus an additional 1/12th of 1.30% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2010
  through November 2011

  	
   

  	
  5.70% for the
  first month, plus an additional 1/12th of 0.65% for each month
  thereafter.

  
	
   

  	
   

  	
   

  
	
  December 2011
  and thereafter

  	
   

  	
  6.35% for each
  month.

  



 


“Group II Sequential Delinquency Trigger Event”:  A Group II Sequential 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) the
Group II Mortgage Loans Delinquent 60 days or more, (ii) REO Properties
related to the Group II Mortgage Loans and (iii) the Group II Mortgage
Loans in foreclosure and in bankruptcy (excluding any such Group II Mortgage
Loans which are less than 60 days Delinquent under the bankruptcy plan) by (y)
the aggregate Stated Principal Balance of the Group II Mortgage Loans, in each
case, calculated prior to taking into account payments of principal on the
Group II Mortgage Loans due on the related Due Date or received during the
related Prepayment Period, exceeds 31.00% of the Credit Enhancement Percentage.


 


“Group II Sequential Trigger Event”:  A Group II Sequential Trigger Event has
occurred with respect to any Distribution Date if either a Group II Sequential
Cumulative Loss Trigger Event or a Group II Sequential Delinquency Trigger
Event has occurred with respect to such Distribution Date or if the Certificate
Principal Balance of the Mezzanine Certificate and the Class B
Certificates has been reduced to zero.


 


“Group II Subordinate Amount”:  With respect to any Distribution Date, the
excess of the Stated Principal Balances of the Group II Mortgage Loans as of
such Distribution Date over the aggregate Certificate Principal Balance of the
Group II Senior Certificates immediately after such Distribution Date.


 


“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


 


38





















 


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
and the Class I-A4 Insurer 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.


 


“Insolvency Proceeding”:  As defined in Section 4.11(h) hereof.


 


“Insurance Agreement”: The Insurance and
Indemnity Agreement, dated as of November 1, 2005, among the Class I-A4
Insurer, the Trustee, Long Beach Mortgage Company and the Depositor.


 


“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.


 


39





















 


“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.


 


“Insured Payment”:  As defined in the Class I-A4 Policy.


 


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


 


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


 


“Last Scheduled Distribution Date”: With respect
to the Class I-A4 Certificates and the Class I-A4 Policy, the
Distribution Date occurring in November 2035.


 


“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.


 


40





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lost Note Affidavit”:  With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not
been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost or destroyed (together


 


41





















 


with a copy of the related Mortgage Note and
indemnifying the Trust against any loss, cost or liability resulting from the
failure to deliver the original Mortgage Note) in the form of Exhibit H
hereto.


 


“Marker Rate”:  With respect to the Class C
Interest and any Distribution Date, a per annum rate equal to two (2) multiplied
by the weighted average of the Pass-Through Rates for REMIC 3 Regular Interests
IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3, M1, M2, M3,
M4, M5, M6, M7, M8, M9, B1, B2 and ZZ, with (A) the rates on each such
REMIC 3 Regular Interest (other the REMIC 1 Regular Interest ZZ) subject to a
floor and a cap equal to the lesser of (i) LIBOR plus the Certificate
Margin for the Corresponding Certificate for such REMIC 3 Regular Interest, and
(ii) the Net WAC Rate for the Corresponding Certificates as computed for
federal income tax purposes, (B) the rate on REMIC 3 Regular Interest ZZ
subject to a cap of zero for purposes of this calculation, and (C) the
rates on all of the REMIC 3 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 3 Regular Interest and the denominator of which is 30.


 


“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 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
3 Regular Interest ZZ and an Uncertificated Principal Balance equal to the
excess of (x) the Uncertificated Principal Balance of REMIC 3 Regular Interest
ZZ over (y) the REMIC 3 Overcollateralized Amount, in each case for such
Distribution Date, over (ii) Uncertificated Accrued Interest on REMIC 3
Regular Interests IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1 and B2, with the rate on each such REMIC
1 Regular Interest subject to a floor and a cap equal to the lesser of (i) LIBOR
plus the Certificate Margin for the Corresponding Certificate for such REMIC 3
Regular Interest, and (ii) the Net WAC Rate for the Corresponding
Certificates as computed for federal income tax purposes; provided, however,
that for this purpose, calculations of the Uncertificated REMIC 3 Pass-Through
Rate and the related caps with respect to all of the REMIC 3 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.


 


42





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan”:  Each mortgage loan transferred and assigned
to the Trustee and delivered to the Trustee or another Custodian pursuant to Section 2.01
or Section 2.03(d) as from


 


43





















 


time to time held as a part of the Trust Fund, the
Mortgage Loans so held being identified in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)                                 the
original months to maturity;


 


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


 


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


 


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


 


(ix)                                the
stated maturity date;


 


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


 


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


 


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


 


44





















 


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


 


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


 


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


 


(xvi)                         the
Mortgage Rate at origination;


 


(xvii)                      a code
indicating the documentation program;


 


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


 


(xix)                           the
Origination Value of the Mortgaged Property;


 


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


 


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


 


(xxii)                        the date
of origination;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


45





















 


(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 and those that are included
in Group II Mortgage Loans.


 


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


 


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


 


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


 


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


 


“Mortgagor”: 
The obligor on a Mortgage Note.


 


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


 


46





















 


“Net Monthly Excess Cashflow”:  With respect to each Distribution Date, the
sum of (a) any Overcollateralization Release Amount for such Distribution
Date, (b) any Remaining Principal Distribution Amount and (c) the
positive excess of (x) the Available Funds for such Distribution Date over (y)
the sum for such Distribution Date of (A) the Monthly Interest
Distributable Amounts for the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, (B) the Unpaid Interest
Shortfall Amounts for the Class A Certificates, (C) the Swap Fee
Amount, (D) the Aggregate Final Maturity Reserve Amount, (E) any
unpaid Swap Termination Payment payable by the Trust, including any amount
remaining unpaid from prior Distribution Dates (unless the Swap Counterparty is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), (F) any amount paid to the Class I-A4 Insurer from the
Interest Remittance Amount, and (G) the Principal Remittance Amount.


 


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


 


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


 


“Net Swap Payment”:  With respect to any Distribution Date, the excess, if any, of the Swap
Counterparty Payment for the related Swap Payment Date over the Swap Fee Amount
for the related Swap Payment Date.


 


“Net WAC Rate”:


 


For any Distribution Date and the Group I Senior
Certificates, a per annum rate equal to (a) the excess, if any, of (i) the
weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans,
weighted on the basis of the Stated Principal Balances thereof as of the Due
Date in the month preceding the month of such Distribution Date over (ii) the
percentage equivalent of a fraction, (1) the numerator of which is the sum
of (A) the Group I Final Maturity Reserve Amount for such Distribution
Date and (B) the premium payable to the Class I-A4 Insurer on such
Distribution Date, in each case multiplied by 12, and (2) the denominator
of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans 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 Senior Certificates shall be
expressed as a rate equal to the Uncertificated REMIC 3 Pass-Through Rate for
REMIC 3 Regular Interest 1GRP multiplied by a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.


 


For any Distribution Date and the Group II Senior
Certificates, a per annum rate equal to (a) the excess, if any, of (i) the
weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the Stated Principal Balances thereof as of the
Due Date in the month preceding the month of such Distribution Date over (ii) the
percentage equivalent of a fraction, (1) the numerator of which is the sum
of (A) the Group II Final Maturity


 


47





















 


Reserve Amount for such Distribution Date and (B) any
unpaid Swap Termination Payment payable by the Trust, including any amount
remaining unpaid from prior Distribution Dates (unless the Swap Counterparty is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), in each case multiplied by 12, and (2) the denominator of
which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period.  For federal income tax purposes,
the Net WAC Rate for the Group II Senior Certificates shall be expressed as a
rate equal to the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest 2GRP multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related
Accrual Period.


 


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


 


The Net WAC Rate determined for federal income tax
purposes may differ from the Net WAC Rate. 
In particular, the Net WAC Rate for federal income tax purposes will not
be reduced by the amount of any Swap Termination Payment.  The treatment of differences between the Net
WAC Rate and the rate determined for federal income tax purposes is provided in
Section 10.01(l).


 


“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


 


48





















 


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 Credit Suisse First Boston
LLC and/or one or more entities sponsored by an Affiliate of the Depositor or
Credit Suisse First Boston LLC.


 


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


 


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


 


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


 


The Notional Amount of the FM Reserve IO Class for
any Distribution Date will equal the Stated Principal Balance of the Mortgage
Loans for such Distribution Date.  The
Notional Amount of the Swap IO Class will at all times equal the
Certificate Principal Balance of the Class II-A2A Certificates on such
Distribution Date.


 


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


 


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


 


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


 


49





















 


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


 


“Original Class Notional Amount”:  With respect to the Class C Interest,
$2,191,257,007.17.


 


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


 


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


 


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


 


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


 


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


 


“Overcollateralization Target Amount”:  With respect to any Distribution Date (i) prior
to the Stepdown Date, 3.00% of the aggregate Cut-off Date Principal Balance of
the Closing Date Mortgage Loans, (ii) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (x) the lesser of (I)
approximately 3.00% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-Off Date and (II) approximately 6.00% of the aggregate
Stated Principal Balance of the Mortgage Loans on the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (y)
the Overcollateralization Floor, and (iii) on or after the Stepdown Date
if a Trigger Event is in effect, the Overcollateralization Target Amount for
the immediately preceding Distribution Date.


 


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


 


50





















 


Distribution Date (after giving effect to
distributions to be made on such Distribution Date, other than distributions of
the Extra Principal Distribution Amount, if any).


 


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


 


“Pass-Through Rate”:


 


With respect to the Class A Certificates (other
than the Class II-A2A Certificates), the Mezzanine Certificates and the Class B
Certificates for any 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 II-A2A Certificates for
any Distribution Date, (a) provided a Swap Default has not occurred and is
continuing, the related Formula Rate for such Distribution Date, and (b) if
a Swap Default has occurred and is continuing, the lesser of (x) the related
Formula Rate for such Distribution Date and (y) the related Net WAC Rate for
such Distribution Date.  For federal
income tax purposes, the Pass-Through Rate of the REMIC regular interest
corresponding to the Class II-A2A Certificate shall, for any Distribution
Date, be the lesser of the Formula Rate for such Distribution Date and the related
Net WAC Rate for such Distribution Date. 
Amounts (other than principal) paid on the Class II-A2A Certificate
in excess of the related Net WAC Rate shall be treated as paid outside of any
REMIC.


 


For federal income tax purposes, the Pass-Through Rate
for any Certificate (other than the Class C Certificates, Class P
Certificates, and Class R Certificates) will never exceed the Net WAC Rate
for such Certificate, as such Net WAC Rate is determined for federal income tax
purposes.  Amounts (other than principal)
paid on the Certificates (other than the Class C Certificates, Class P
Certificates, and Class R Certificates) in excess of the Net WAC Rate as
determined for federal income tax purposes shall be treated as paid outside of
any REMIC.


 


With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (A) through (V) below, and the denominator of which is the aggregate
of the Uncertificated Principal Balances of REMIC 3 Regular Interests AA, IA1,
IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3, M1, M2, M3, M4,
M5, M6, M7, M8, M9, B1, B2, ZZ and P. 
For purposes of calculating the Pass-Through Rate for the Class C
Interest, the numerator is equal to the sum of the following components:


 


(A)                              the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest AA minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest AA;


 


(B)                                the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IA1 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest IA1;


 


51





















 


(C)                                the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IA2 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest IA2;


 


(D)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IA3 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest IA3;


 


(E)                                 the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IA4 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest IA4;


 


(F)                                 the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IIA1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest IIA1;


 


(G)                                the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IIA2A
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest IIA2A;


 


(H)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IIA2B
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest IIA2B;


 


(I)                                    the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest IIA3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest IIA3;


 


(J)                                   the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M1 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M1;


 


(K)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M2 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M2;


 


(L)                                 the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M3 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M3;


 


(M)                            the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M4 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M4;


 


(N)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M5 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M5;


 


52





















 


(O)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M6 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M6;


 


(P)                                 the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M7 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M7;


 


(Q)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M8 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M8;


 


(R)                                the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest M9 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest M9;


 


(S)                                 the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest B1 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest B1;


 


(T)                                the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest B2 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest B2;


 


(U)                               the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest ZZ minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 3 Regular Interest ZZ; and


 


(V)                                100%
of the interest on REMIC 3 Regular Interest P.


 


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


 


With respect to the Class Swap IO Interest and
any Distribution Date, a per annum rate equal to the Swap Fee Rate.  However, for federal income tax purposes and
under the REMIC Provisions, the Class Swap IO Interest shall not have a
Pass-Through Rate, but will be entitled to 100% of the interest paid by REMIC 3
Regular Interest Swap IO.  The Class Swap
IO Upper-Tier Interest will not have a Pass-Through Rate but will be entitled
to 100% of the interest paid on the Class Swap IO Interest.


 


With respect to the Class FMR IO Interest and any
Distribution Date, a per annum rate equal to the Final Maturity Rate.  However, for federal income tax purposes and
under the REMIC Provisions, the Class FMR IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the interest paid by REMIC 3 Regular
Interest FMR IO.


 


“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


 


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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 Class I-A4 Insurer, the Trustee or any of their respective
Affiliates or for which an Affiliate of the NIMS Insurer, the Class I-A4
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;


 


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(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.


 


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“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 4.11(h) 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;


 


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(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.  The Class I-A4 Policy will not cover any
such Prepayment Interest Shortfalls.  For
the avoidance of doubt, the parties agree that the Swap Counterparty Payment
will not be increased due to Prepayment Interest Shortfalls.


 


“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


 


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


 


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


 


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


 


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


 


“Prospectus Supplement”:  That certain Prospectus Supplement dated November 25,
2005 relating to the public offering of the Class A Certificates and the
Mezzanine Certificates.


 


“Purchase Price”:  With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01, and as confirmed by an Officers’ Certificate from the Master
Servicer to the Trustee, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 9.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as
to which interest was last paid by the Mortgagor or by an advance by the Master
Servicer through the end of the calendar month in which the purchase is to be
effected and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from
time to time from the Due Date as to which interest was last paid by the
Mortgagor or by an advance by the Master Servicer through the end of the
calendar month immediately preceding the calendar month in which such REO
Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed in respect of REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances, Advances and Nonrecoverable
Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.11
(a)(ix) and Section 3.16(b), (v) in the case of a Mortgage Loan
required to be purchased pursuant to Section 2.03, enforcement expenses
reasonably incurred or to be incurred by the NIMS Insurer, the Class I-A4
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


 


58





















 


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


 


“Qualified 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


 


59





















 


Deleted Mortgage Loan. 
In the event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balances (applied separately
for the Group I Mortgage Loans and Group II Mortgage Loans), the Mortgage Rates
described in clauses (ii) through (v) hereof shall be satisfied for
each such mortgage loan, the risk gradings described in clause (ix) hereof
shall be satisfied as to each such mortgage loan, the terms described in clause
(vi) hereof shall be determined on the basis of weighted average remaining
term to maturity (provided that no such mortgage loan may have a remaining term
to maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios
described in clause (viii) hereof shall be satisfied as to each such
mortgage loan and, except to the extent otherwise provided in this sentence,
the representations and warranties described in clause (xv) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.


 


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


 


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


 


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


 


“Record Date”: 
With respect to (i) the Class 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


 


60





















 


such by the Trustee (after consultation with the Class I-A4
Insurer) 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 (after consultation with the Class I-A4
Insurer) 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 or similar state or local
law.


 


“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.  The Class I-A4 Policy
will not cover any such Relief Act Interest Shortfalls or shortfalls resulting
from application of similar state or local laws.  For the avoidance of doubt, the parties agree
that the Swap Counterparty Payment will not be increased due to Relief Act
Interest Shortfalls.


 


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


 


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


 


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


 


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respect to the Reserve Fund, the Supplemental Interest
Account, the Final Maturity Reserve Account and the Master Servicer Prepayment
Charge Payment Amounts.


 


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


 


“REMIC 1 Regular Interest G1-A”:  One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1.  REMIC 1
Regular Interest G1-A shall accrue interest at the related Uncertificated REMIC
1 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 1 Regular Interest G1-B”:  One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1.  REMIC 1
Regular Interest G1-B shall accrue interest at the related Uncertificated REMIC
1 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 1 Regular Interest G2-A”:  One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1.  REMIC 1
Regular Interest G2-A shall accrue interest at the related Uncertificated REMIC
1 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 1 Regular Interest G2-B”:  One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1.  REMIC 1
Regular Interest G2-B shall accrue interest at the related Uncertificated REMIC
1 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


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


 


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“REMIC 1 Regular Interests”:  REMIC 1 Regular Interests AG1-A, G1-B, G2-A,
G2-B and P.


 


“REMIC 2”: 
The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed in trust to the Trustee, for the benefit of REMIC 3, as
holder of the REMIC 2 Regular Interests and the Class R
Certificateholders, as holders of the Class R-2 Interest, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.


 


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


 


“REMIC 2 Regular Interest FMR IO”:  One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2.  REMIC 2
Regular Interest FMR IO shall accrue interest at the related Uncertificated
REMIC 2 Pass-Through Rate in effect from time to time, but shall not be
entitled to distributions of principal.


 


“REMIC 2 Regular Interest G1-SR”:  One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2.  REMIC 2
Regular Interest G1-SR shall accrue interest at the related Uncertificated
REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 2 Regular Interest G2-SR”:  One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2.  REMIC 2
Regular Interest G2-SR shall accrue interest at the related Uncertificated
REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


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


 


“REMIC 2 Regular Interest Swap”:  One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2.  REMIC 2
Regular Interest Swap shall accrue interest at the related Uncertificated


 


63





















 


REMIC 2 Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.


 


“REMIC 2 Regular Interests”:  REMIC 2 Regular Interest A, G1-SR, G2-SR, SUB
A, Swap, FMR IO, and P.


 


“REMIC 3”: 
The segregated pool of assets consisting of all of the REMIC 2
Regular Interests conveyed in trust to the Trustee, for the benefit of
REMIC 4, as holder of the REMIC 3 Regular Interests and the Class R
Certificateholders, as holders of the Class R-3 Interest, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.


 


“REMIC 3 Interest Loss Allocation Amount”:  With respect to any Distribution Date, an
amount equal to (a) the product of (i) 50% of the aggregate Principal
Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 3 Regular Interest LT1-AA
minus the Marker Rate, divided by (b) 12.


 


“REMIC 3 Overcollateralization Target Amount”:  0.50% of the Overcollateralization Target
Amount.


 


“REMIC 3 Overcollateralized Amount”:  With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Principal Balances of the REMIC 3 Regular
Interest AA, REMIC 3 Regular Interest IA1, REMIC 3 Regular Interest IA2, REMIC
3 Regular Interest IA3, REMIC 3 Regular Interest IA4, REMIC 3 Regular Interest
IIA1, REMIC 3 Regular Interest IIA2A, REMIC 3 Regular Interest IIA2B, REMIC 3
Regular Interest IIA3, REMIC 3 Regular Interest M1, REMIC 3 Regular Interest
M2, REMIC 3 Regular Interest M3, REMIC 3 Regular Interest M4, REMIC 3 Regular
Interest M5, REMIC 3 Regular Interest M6, REMIC 3 Regular Interest M7, REMIC 3
Regular Interest M8, REMIC 3 Regular Interest M9, REMIC 3 Regular Interest B1,
REMIC 3 Regular Interest B2, REMIC 3 Regular Interest ZZ and REMIC 3 Regular
Interest P minus (ii) the aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest IA1, REMIC 3 Regular Interest IA2, REMIC 3
Regular Interest IA3, REMIC 3 Regular Interest IA4, REMIC 3 Regular Interest
IIA1, REMIC 3 Regular Interest IIA2A, REMIC 3 Regular Interest IIA2B, REMIC 3
Regular Interest IIA3, REMIC 3 Regular Interest M1, REMIC 3 Regular Interest
M2, REMIC 3 Regular Interest M3, REMIC 3 Regular Interest M4, REMIC 3 Regular
Interest M5, REMIC 3 Regular Interest M6, REMIC 3 Regular Interest M7, REMIC 3
Regular Interest M8, REMIC 3 Regular Interest M9, REMIC 3 Regular Interest B1,
REMIC 3 Regular Interest B2 and REMIC 3 Regular Interest P, in each case as of
such date of determination.


 


“REMIC 3 Principal Loss Allocation Amount”:  With respect to any Distribution Date, an
amount equal to the product of (i) 0.50% of the aggregate Principal
Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1
minus a fraction, the numerator of which is 2 times the aggregate of the
Uncertificated Principal Balances of REMIC 3 Regular Interest IA1, IA2, IA3,
IA4, IIA1, IIA2A, IIA2B, IIA3, M1, M2, M3, M4, M5, M6, M7,
M8, M9, B1 and B2 and the denominator of which is the aggregate of the
Uncertificated Principal Balances of


 


64





















 


REMIC 3 Regular Interests IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2 and ZZ.


 


“REMIC 3 Regular Interest 1GRP”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3 Regular
Interest 1GRP shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest 2GRP”: One of the
separate non-certificated beneficial ownership interests in REMIC 3 issued
hereunder and designated as a Regular Interest in REMIC 3.  REMIC 3 Regular Interest 2GRP shall accrue
interest at the related Uncertificated REMIC 3 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.


 


“REMIC 3 Regular Interest IA1”: One of the
separate non-certificated beneficial ownership interests in REMIC 3 issued
hereunder and designated as a Regular Interest in REMIC 3.  REMIC 3 Regular Interest IA1 shall accrue
interest at the related Uncertificated REMIC 3 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.


 


“REMIC 3 Regular Interest IA2”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IA2 shall accrue interest at the related Uncertificated REMIC
3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest IA3”:  One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3.  REMIC 3 Regular
Interest IA3 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest IA4”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IA4 shall accrue interest at the related Uncertificated REMIC
3 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.


 


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“REMIC 3 Regular Interest IIA1”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IIA1 shall accrue interest at the related Uncertificated REMIC
3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest IIA2A”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IIA2A shall accrue interest at the related Uncertificated
REMIC 3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest IIA2B”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IIA2B shall accrue interest at the related Uncertificated
REMIC 3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest IIA3”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest IIA3 shall accrue interest at the related Uncertificated REMIC
3 Pass-Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest AA”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest AA shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest B1”:  One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3.  REMIC 3 Regular
Interest B1 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest B2”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest B2 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of


 


66





















 


principal, subject to the terms and conditions hereof,
in an aggregate amount equal to its initial Uncertificated Principal Balance as
set forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest FMR IO”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest FMR IO shall accrue interest at the related Uncertificated
REMIC 3 Pass-Through Rate in effect from time to time, but shall not be
entitled to distributions of principal.


 


“REMIC 3 Regular Interest M1”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M1 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M2”:  One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3.  REMIC 3 Regular
Interest M2 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M3”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M3 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M4”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M4 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M5”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M5 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M6”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in


 


67





















 


REMIC 3.  REMIC
3 Regular Interest M6 shall accrue interest at the related Uncertificated REMIC
3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M7”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3.  REMIC 3 Regular
Interest M7 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M8”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M8 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest M9”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest M9 shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest SUB GRP”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest SUB GRP shall accrue interest at the related Uncertificated
REMIC 3 Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest Swap IO”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest Swap IO shall accrue interest at the related Uncertificated
REMIC 3 Pass-Through Rate in effect from time to time, but shall not be
entitled to distributions of principal.


 


“REMIC 3 Regular Interest P”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest P shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to any
Prepayment Charges relating to the Mortgage Loans collected by the Master
Servicer and to a distribution of principal,


 


68





















 


subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest XX”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest XX shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in
the Preliminary Statement hereto.


 


“REMIC 3 Regular Interest ZZ”:  One of the separate non-certificated
beneficial ownership interests in REMIC 3 issued hereunder and designated as a
Regular Interest in REMIC 3.  REMIC 3
Regular Interest ZZ shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.


 


“REMIC 3 Regular Interests”:  REMIC 3 Regular Interests AA, IA1, IA2, IA3,
IA4, IIA1, IIA2A, IIA2B, IIA3, M1, M2, M3, M4, M5, M6, M7,
M8, M9, B1, B2, ZZ, P, 1GRP, 2GRP, SUB A, 3GRP, XX, Swap IO, and FMR IO.


 


“REMIC 4”: 
The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders of
the Regular Certificates (other than the Class C Certificates and the Class P
Certificates), REMIC CX, as the holder of the Class C Interest, REMIC PX,
as the holder of the Class P Interest, REMIC SwapX as holder of the Class Swap
IO Interest, and the Class R Certificateholders, as holders of the Class R-4
Interest, pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.


 


“REMIC 4 Regular Interests”:  The Class C Interest, the Class P
Interest, the Class Swap IO Interest, and the Class FM Reserve IO
Interest.


 


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


 


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


 


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


 


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“REMIC Regular Interests”:  The REMIC 1 Regular Interests, the REMIC 2
Regular Interests, the REMIC 3 Regular Interests and the REMIC 4 Regular
Interests.


 


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


 


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


 


“Remittance Report”:  A report prepared by the Master Servicer and
delivered to the NIMS Insurer, the Class I-A4 Insurer and the Trustee
pursuant to Section 4.04.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Replacement Payment”:  As defined in Section 3.31(b) hereof.


 


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


 


“Required Distributions”:  As defined in the Class I-A4 Policy.


 


“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 (after consultation with the Class I-A4
Insurer) 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
(after consultation with the Class I-A4 Insurer) with the consent of the
NIMS Insurer are quoting on such Interest Determination Date to leading
European banks.


 


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


 


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


 


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


 


“Residual NIM Holder:”  As defined in Section 3.16(c) hereof.


 


“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.


 


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“Sequential Trigger Event”:  A Sequential Trigger Event is in effect with
respect to any Distribution Date (i) from the December 2005
Distribution Date through the December 2008 Distribution Date if the
percentage obtained by dividing (x) the aggregate amount of Realized Losses
incurred (less any Subsequent Recoveries) with respect to the Mortgage Loans
from the Cut-off Date through the last day of the related Due Period by (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
is greater than the percentage set forth in the following table:


 


	
  Distribution Date Occurring in

  	
   

  	
  Cumulative Loss Percentage

  
	
   

  	
   

  	
   

  
	
  December 2005
  through November 2007

  	
   

  	
  1.25%.

  
	
   

  	
   

  	
   

  
	
  December 2007
  through November 2008

  	
   

  	
  1.25% for the
  first month, plus an additional 1/12th of the positive difference
  between 1.25% and 2.85% for each month thereafter.

  



 


and (ii) on and after the Distribution Date in November 2008
if a Trigger Event is in effect.


 


“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, the Class I-A4
Insurer and the Depositor on the Closing Date, as such list may from time to
time be amended.


 


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


 


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


 


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


 


“Stepdown Date”:  The earlier of (a) the later of (i) the
Distribution Date in December 2008 and (ii) the first Distribution
Date on which the Credit Enhancement Percentage (calculated for this purpose
only after taking into account payments of principal on the Mortgage Loans due
on the related Due Date or received during the related Prepayment Period but
prior to distribution of the Principal Distribution Amount in respect of the
Certificates then entitled to distributions of principal on such Distribution
Date) is greater than or equal to 50.70% and (b) the date on which the
aggregate Certificate Principal Balance of the Class A Certificates has
been reduced to zero.


 


“Subordinate Cap Agreement”:  The interest rate cap agreement consisting of
a 1992 ISDA Master Agreement (Multicurrency Border) and a Schedule dated
as of the Closing Date and a 1994 ISDA Credit Support Annex (Bilateral Form New
York Law) and the related Confirmation thereto, between the Trustee and the Cap
Provider, attached as Exhibit B-3 hereto,


 


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as such agreement may be amended and supplemented in
accordance with its terms and any replacement interest rate cap agreement
acceptable to the Trustee.


 


“Subordinated Net WAC Rate”:  For any Distribution Date (other than the
first Distribution Date) with respect to the Mezzanine Certificates and the Class B
Certificates, is a per annum rate equal to (a) the excess, if any, of (i) the
weighted average (weighted on the basis of the results of subtracting from the
aggregate principal balance of each Loan Group the sum of the current
Certificate Principal Balances of the related Classes of the Class A
Certificates) of (1) the Net WAC Rate with respect to the Group I Senior
Certificates and (2) the Net WAC Rate with respect to the Group II Senior
Certificates over (ii) the percentage equivalent of a fraction, (1) the
numerator of which is the Swap Fee Amount, if any, for such Distribution Date
multiplied by 12, and (2) the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans 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, for any
Distribution Date with respect to the regular interests in REMIC 4 the
ownership of which is represented by the Mezzanine Certificates, the economic
equivalent of such rate shall be expressed as a per annum rate equal to the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest SUB GRP
for such Distribution Date multiplied by a fraction the numerator of which is
30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.


 


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


 


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


 


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


 


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


 


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


 


“Supplemental
Interest Account”:  As defined in Section 4.09(a) hereof.


 


“Swap Agreement”:  The swap agreement relating to the Class II-A2A
Certificates consisting of a 1992 ISDA Master Agreement (Multicurrency Border)
and a schedule dated as of the Closing Date and a 1994 ISDA Credit Support
Annex (Bilateral Form New York Law) and the related confirmation thereto,
between the Trustee on behalf of the Trust and the Swap


 


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Counterparty, attached as Exhibit G hereto, as
such agreement may be amended and supplemented in accordance with its terms.


 


“Swap Counterparty Payment”:  With respect to the Swap Payment Date is an
amount equal to the product of (i) the greater of (a) zero and (b) the
Formula Rate with respect to the Class II-A2A Certificates for such
Distribution Date, less the Net WAC Rate with respect to the Group II Senior
Certificates for the related Distribution Date, (ii) the Swap Notional
Amount for that Swap Payment Date and (iii) a fraction, the numerator of
which is the actual number of days elapsed in the related Calculation Period
and the denominator of which is 360.


 


“Swap Counterparty”:  Credit Suisse First Boston International, or
any successor in interest thereto in accordance with the Swap Agreement.


 


“Swap Default”: 
The effective designation of an Early Termination Date in respect of the
Swap Agreement following the occurrence of a Swap Event of Default, a
Termination Event with respect to the Swap Agreement or an Additional
Termination Event with respect to the Swap Agreement.


 


“Swap Event of Default”:  An “Event of Default” as such term is defined
in the Swap Agreement.


 


“Swap Fee Amount”:  With respect to each Swap Payment Date, an
amount equal to the product of (a) the Swap Fee Rate for the related
Calculation Period, (b) the Swap Notional Amount and (c) a fraction,
the numerator of which is the actual number of days elapsed in the related
Calculation Period and the denominator of which 360.


 


“Swap Fee Rate”:  The per annum rate set forth in the Swap
Agreement as the “Swap Fee Rate.”


 


“Swap Notional Amount”:  With respect to any Swap Payment Date is an
amount equal to the lesser of (i) Certificate Principal Balance of the Class II-A2A
Certificates as of the last day of the related Accrual Period 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) multiplied by the Group II Fraction.


 


“Swap Payment Date”:  The date of the related Distribution Date.


 


“Swap Reimbursement Amount”:  With respect to any Distribution Date, the
Swap Counterparty Payment for such Distribution Date.


 


“Swap Termination Date”:  The earliest of (i) the Distribution
Date on which the Certificate Principal Balance of the Class II-A2A
Certificates is reduced to zero, (ii) the Distribution Date on which the
Terminator purchases all Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to Section 9.01(a) of this Agreement, (iii) the
day


 


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on which all of the Trust’s obligations under this
Agreement expire pursuant to Section 9.01, and (iv) the Distribution
Date in November 2035.


 


“Swap Termination Payment”:  Upon the designation of an “Early Termination
Date” as defined in the Swap Agreement, the payment to be made by the Trust to
the Supplemental Interest Account for payment to the Swap Counterparty, or by
the Swap Counterparty to the Supplemental Interest Account for payment to the
Trust, as applicable, pursuant to the terms of the Swap Agreement.


 


“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 Event”:  As defined in the Swap Agreement.


 


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


 


“Terminator”: 
As defined in Section 9.01.


 


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


 


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


 


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


 


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


 


“Trust”: 
Long Beach Mortgage Loan Trust 2005-WL3, the trust created hereunder.


 


“Trust Fund”: 
All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC CX, REMIC PX, REMIC
SwapX, the Reserve Fund, the Supplemental Interest Account, the Final Maturity
Reserve Account and any Master Servicer Prepayment Charge Payment Amounts, the
rights of the


 


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Trustee under the Class I-A4 Policy (for the
benefit of the Class I-A4 Certificates only) and the Trust’s rights under
each of the Cap Agreements and the Swap Agreement.


 


“Trust REMIC”: 
Any of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC CX, REMIC PX and REMIC
SwapX.


 


“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”:  0.00% per annum.


 


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


 


“Uncertificated Pass-Through Rate”:  The Uncertificated REMIC 1 Pass-Through Rate,
the Uncertificated REMIC 2 Pass-Through Rate and the Uncertificated REMIC 3
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 2 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 C Interest shall
always be equal to (i) the excess, if any, of (A) the then aggregate
Uncertificated Principal Balances of the REMIC 3 Regular Interests over (B) the
sum of the Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class P
Interest minus (ii) the amount, if any, paid to the Class A
Certificates on the first Distribution Date as Extra Principal Distribution
Amount.


 


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“Uncertificated REMIC 1 Pass-Through Rate”:  With respect to REMIC 1 Regular Interest A
and P and any Distribution Date, a per annum rate equal to the weighted average
of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis
of the sum of the Stated Principal Balances of such Mortgage Loans as of the
Due Date preceding the month of such Distribution Date.  With respect to REMIC 1 Regular Interests G1-A
and G1-B and any Distribution Date, a per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans,
weighted on the basis of the sum of the Stated Principal Balances of such Group
I Mortgage Loans as of the Due Date preceding the month of such Distribution
Date.  With respect to REMIC 1 Regular
Interests G2-A and G2-B, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the sum of the Stated Principal Balances of such Group I Mortgage
Loans as of the Due Date preceding the month of such Distribution Date.


 


“Uncertificated REMIC 2 Pass-Through Rate”:  With respect to REMIC 2 Regular Interests A
and P, a per annum rate equal to the weighted average of the excess, if any, of
(i) the Uncertificated REMIC 1 Pass-Through Rates with respect to
REMIC 1 Regular Interests A, G1-A, G1-B, G2-A, G2-B and P for such Distribution
Date over (ii) on each Distribution Date starting with the Distribution
Date in December 2012 and ending with the Distribution Date in November 2035,
the Final Maturity Reserve Rate, weighted on the basis of the Uncertificated
Principal Balances of the respective REMIC 1 Regular Interests as of the
Due Date in the month preceding the month of such Distribution Date.


 


With respect to REMIC 2 Regular Interests G1-SR, a per
annum rate equal to the excess, if any, of the Uncertificated REMIC 1 Pass-Through
Rate with respect to REMIC 1 Regular Interest G1-A for such Distribution
Date over, on each Distribution Date starting with the Distribution Date in December 2012
and ending with the Distribution Date in November 2035, the Final Maturity
Reserve Rate.


 


With respect to REMIC 2 Regular Interest G2-SR, a per
annum rate equal to the excess, if any, of the Uncertificated REMIC 1
Pass-Through Rate with respect to REMIC 1 Regular Interest G2-A for such
Distribution Date over, on each Distribution Date starting with the
Distribution Date in December 2012 and ending with the Distribution Date
in November 2035, the Final Maturity Reserve Rate.


 


With respect to REMIC 2 Regular Interests SUB-A and
Swap, a per annum rate equal to the weighted average of the excess, if any, of (i) the
Uncertificated REMIC 1 Pass-Through Rates with respect to REMIC 1
Regular Interests G1-B and G2-B for such Distribution Date over (ii) on
each Distribution Date starting with the Distribution Date in December 2012
and ending with the Distribution Date in November 2035, the Final Maturity
Reserve Rate, weighted on the basis of the Uncertificated Principal Balances of
the respective REMIC 1 Regular Interests as of the Due Date in the month
preceding the month of such Distribution Date.


 


With respect to any Distribution Date and REMIC 2
Regular Interest FMR IO, (i) 0.00% per annum for each Distribution Date
starting with the Distribution Date in December 2005 through the
Distribution Date in November 2012, (ii) 0.73% per annum for each Distribution
Date starting with the Distribution Date in December 2012 through the
Distribution Date in


 


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November 2035, and (iii) 0.00% per annum for
each Distribution Date thereafter.  For
federal income tax purposes, REMIC 2 Regular Interest FMR IO will be entitled
to a percentage of the interest payable on each REMIC 1 Regular Interest,
with the percentage equal to (i) on each Distribution Date starting with
the Distribution Date in December 2005 through the Distribution Date in November 2012,
the excess of the REMIC 1 Uncertificated Pass-Through Rate of such Regular
Interest over the REMIC 1 Uncertificated Pass-Through Rate of such Regular
Interest, (ii) on each Distribution Date starting with the Distribution
Date in December 2012 through the Distribution Date in December 2035,
the excess of the REMIC 1 Uncertificated Pass-Through Rate of such Regular
Interest over the difference between the REMIC 1 Uncertificated
Pass-Through Rate of such Regular Interest and 0.73%, and (iii) 0.00%
thereafter.


 


“Uncertificated REMIC 3 Pass-Through Rate”:  With respect to any Distribution Date and
REMIC 3 Regular Interests AA, IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2, ZZ, P, and XX, a per annum rate
equal to the weighted average of (x) the Uncertificated REMIC 2 Pass-Through
Rates with respect to REMIC 2 Regular Interests A, G1-SR, G2-SR, SUB-A, and P
for such Distribution Date, and (y) the excess, if any of (i) the
Uncertificated REMIC 2 Pass-Through Rate with respect to REMIC 2
Regular Interest Swap over (ii) the product of the Swap Fee Rate and ten,
weighted on the basis of the Uncertificated Principal Balances of the
respective REMIC 2 Regular Interests as of the Due Date in the month preceding
the month of such Distribution Date.


 


With respect to any Distribution Date and REMIC
Regular Interest 1GRP, a per annum rate equal to the Uncertificated REMIC 2
Pass-Through Rate for REMIC 2 Regular Interest G1-SR.


 


With respect to any Distribution Date and REMIC
Regular Interest 2GRP, a per annum rate equal to the Uncertificated REMIC 2
Pass-Through Rate for REMIC 2 Regular Interest G2-SR.


 


With respect to REMIC 3 Regular Interest SUB GRP, a
per annum rate equal to the weighted average of (x) the Uncertificated REMIC 2
Pass-Through Rate with respect to REMIC 2 Regular Interest SUB-A for such
Distribution Date, and (y) the excess, if any of (i) the Uncertificated
REMIC 2 Pass-Through Rate with respect to REMIC 2 Regular Interest
Swap over (ii) the Swap Fee Rate, weighted on the basis of the
Uncertificated Principal Balances of the respective REMIC 2 Regular
Interests as of the Due Date in the month preceding the month of such
Distribution Date.


 


With respect to any Distribution Date and the REMIC 3
Regular Interest Swap IO, a per annum rate equal to the Swap Fee Rate for such
Distribution Date.  For federal income
tax purposes, the REMIC 3 Regular Interest Swap IO will be entitled to a
percentage (equal to ten times the Swap Fee Rate for the Distribution Date) of
the interest payable on REMIC 2 Regular Interest Swap IO.


 


With respect to any Distribution Date and REMIC 3
Regular Interest FMR IO, (i) 0.00% per annum for each Distribution Date
starting with the Distribution Date in December 2005 through the
Distribution Date in November 2012, (ii) 0.73% per annum for each
Distribution


 


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Date starting with the Distribution Date in December 2012
through the Distribution Date in November 2035, and (iii) 0.00% per
annum for each Distribution Date thereafter. 
For federal income tax purposes, REMIC 3 Regular Interest FMR IO will be
entitled to 100% of the interest payable on REMIC 2 Regular Interest FMR IO.


 


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


 


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


 


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


 


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


 


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extent permitted by law, at the Pass-Through Rate for
such Class of Certificates for the related Accrual Period.


 


“USD-LIBOR-BBA”:  As defined in the Swap Agreement in the Annex
to the 2000 ISDA Definitions.


 


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


 


“Voting Rights”:  The portion of the voting rights of all of
the Certificates which is allocated to any Certificate.  At all times the Class A Certificates,
the Mezzanine Certificates, the Class B Certificates and the Class C
Certificates shall have 98% of the Voting Rights (allocated among the Holders
of the Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Class C Certificates in proportion to the then
outstanding Certificate Principal Balances of their respective Certificates),
the Class P Certificates shall have 1% of the Voting Rights and the Class R
Certificates shall have 1% of the Voting Rights, provided that, if and for so
long as the Class C Certificates and the Class P Certificates are
held by one or more foreign entities and serve as collateral for the NIM Notes,
the total combined voting power of such Classes of Certificates shall not
exceed 8.9%.  The Voting Rights allocated
to any Class of Certificates (other than the Class P Certificates and
the Class R Certificates) shall be allocated among all Holders of each
such Class in proportion to the outstanding Certificate Principal Balance
of such Certificates and the Voting Rights allocated to the Class P
Certificates and the Class R Certificates shall be allocated among all
Holders of each such Class in proportion to such Holders’ respective
Percentage Interest; provided,  however, that when none of the
Regular Certificates are outstanding, 100% of the Voting Rights shall be
allocated among Holders of the Class R Certificates in accordance with
such Holders’ respective Percentage Interests in the Certificates of such
Class.  The Class R-CX Certificates
and the Class R-PX Certificates shall not have Voting Rights.  Notwithstanding any of the foregoing, on any
date on which any Class I-A4 Certificates are outstanding or any amounts
are owed the Class I-A4 Insurer under this Agreement, unless a Class I-A4
Insurer Default shall have occurred and be continuing, the Class I-A4
Insurer will be entitled to exercise the Voting Rights of the Holders of the Class I-A4
Certificates, without the consent of the Holders of the Class I-A4
Certificates, and the Holders of the Class I-A4 Certificates may exercise
such rights only with the prior written consent of the Class I-A4 Insurer.


 


“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.


 


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Section 1.02                                Accounting.


 


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


 


Section 1.03                                Allocation
of Certain Interest Shortfalls.


 


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


 


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


 


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


 


(a)                                  50%
of any Net Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated to
AA and ZZ up to an aggregate amount equal to the REMIC 3 Interest Loss
Allocation Amount, 98% and 2%, respectively, and thereafter among AA, IA1, IA2,
IA3, IA4, IIA1, IIA2A, IIA2B, IIA3, M1, M2, M3, M4, M5, M6,
M7, M8, M9, B1, B2, ZZ and P, pro rata based
on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Uncertificated Principal Balance
of each such REMIC 3 Regular Interest; and


 


(b)                                 50%
of any Net Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated to
REMIC 3 Regular Interest 1GRP, 2GRP, SUB GRP, and XX, pro rata based on, and to the extent of,
one month’s interest at the then applicable respective Pass-Through Rate on the
respective Uncertificated Principal Balance of each such REMIC 3 Regular
Interest.


 


For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC 2 Regular Interests for any
Distribution Date, the aggregate amount of any Net Prepayment


 


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Interest Shortfalls and Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among all the REMIC 2 Regular Interests (other than REMIC 2 Regular
Interests FMR IO and P) pro rata based
on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Uncertificated Principal Balance
of each such REMIC 3 Regular Interest.


 


For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests
for any Distribution Date, the aggregate amount of any Net Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated among all the REMIC
1 Regular Interests (other than REMIC 1 Regular Interest P) pro rata based on, and to the extent of,
one month’s interest at the then applicable respective Pass-Through Rate on the
respective Uncertificated Principal Balance of each such REMIC 1 Regular
Interest.


 


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 and the Class I-A4
Insurer all the right, title and interest of the Depositor, including any
security interest therein for the benefit of the Depositor, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the
Depositor under the Mortgage Loan Purchase Agreement (other than the Depositor’s
rights under Section 17 thereof), all other assets included or to be
included in REMIC 1.  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 the Cut-off Date (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. 
In addition, on or prior to the Closing Date, the Trustee shall execute
the Cap Agreements and the Swap Agreement and the Depositor hereby directs the
Trustee to do so.


 


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


 


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


 


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


 


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


 


(c)                                  an
original Assignment in blank;


 


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


 


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


 


(f)                                    the
original lender’s title insurance policy, together with all endorsements or
riders issued with or subsequent to the issuance of such policy, 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


 


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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 (without giving effect to the Class I-A4
Policy), 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


 


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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 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.  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 and the Class I-A4 Insurer.  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.).


 


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Section 2.02                                Acceptance
of REMIC 1 by the Trustee.


 


Subject to the provisions of Section 2.01 and
subject to any exceptions noted on the exception report described in the next
paragraph below, the Trustee or a Custodian on behalf of the Trustee, as
applicable, acknowledges receipt of the documents referred to in Section 2.01
above and all other assets included in the definition of “REMIC 1” under
clauses (i), (iii), (iv) and (vi) (to the extent of amounts deposited
into the Distribution Account) and declares that it holds and will hold such
documents and the other documents delivered to it constituting the Mortgage
File, and all such assets and such other assets included in the definition of “REMIC
1” in trust for the exclusive use and benefit of all present and future
Certificateholders and the Class I-A4 Insurer.


 


The Trustee or the Custodian, as applicable, agrees,
for the benefit of the Certificateholders and the Class I-A4 Insurer, 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 Class I-A4
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, the Class I-A4 Insurer 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


 


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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, the Class I-A4 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 or the Class I-A4 Insurer 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 or the Class I-A4 Insurer (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 and the Class I-A4
Insurer in the related Mortgage Loan), the Trustee shall promptly notify the
Depositor, the Seller, the Class I-A4 Insurer, the NIMS Insurer and the
Master Servicer of such defect, missing document or breach and request that the
Seller deliver such missing document or cure such defect or breach within 90
days from the date the Seller was notified of such missing document, defect or
breach (except as described in Section 2.03(e)), and if the Seller does
not deliver such missing document or cure such defect or breach in all material
respects during such period, the Master Servicer (or, in accordance with Section 3.02(b),
the Trustee) shall enforce the obligations of the Seller under the Mortgage
Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC 1 at the
Purchase Price within 90 days after the date on which the Seller was notified
(subject to Section 2.03(e)) of such missing document, defect or breach,
if and to the extent that the Seller is obligated to do so under the Mortgage
Loan Purchase Agreement.  The Purchase
Price for the repurchased Mortgage Loan shall be deposited in the Collection
Account, and the Trustee or a Custodian, as applicable, upon receipt of written
certification from the Master Servicer of such deposit, shall release to the
Seller the related Mortgage File, and the Trustee or a Custodian on behalf of
the Trustee, as applicable, shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Seller shall
furnish to it or such Custodian, as applicable, and as shall be necessary to
vest in the Seller any Mortgage Loan released pursuant hereto, and neither the
Trustee nor any Custodian shall have any further responsibility with regard to
such Mortgage File.  In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the


 


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Mortgage Loan Purchase Agreement, the Seller may cause
such Mortgage Loan to be removed from REMIC 1 (in which case it shall become a
Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
Loans in the manner and subject to the limitations set forth in Section 2.03(d).  It is understood and agreed that the
obligation of the Seller to cure or to repurchase (or to substitute for) any
Mortgage Loan as to which a document is missing, a material defect in a
constituent document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such omission, defect or
breach available to the Certificateholders and the Class I-A4 Insurer, the
Trustee on behalf of the Certificateholders, the Class I-A4 Insurer 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 or the Class I-A4 Insurer, 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 or the Class I-A4
Insurer in any Mortgage Loan, the Master Servicer shall cure such breach in all
material respects.


 


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


 


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


 


As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller delivering to the Trustee (or, with respect to
the Mortgage Loans held by another Custodian, to such Custodian) on behalf of
the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section 2.01,
together with an Officers’ Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the


 


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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, the Class I-A4 Insurer 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 Class I-A4
Insurer, the NIMS Insurer and the Master Servicer a certification substantially
in the form of Exhibit F-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted
thereon.  Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution are
not part of REMIC 1 and will be retained by the Seller.  For the month of substitution, distributions
to Certificateholders will reflect the Monthly Payment due on such Deleted
Mortgage Loan on or before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. 
The Trustee shall give or cause to be given written notice to the Class I-A4
Insurer, 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 Class I-A4
Insurer, the NIMS Insurer and the Trustee. 
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans
shall constitute part of the Mortgage Pool and shall be subject in all respects
to the terms of this Agreement and the Mortgage Loan Purchase Agreement,
including all applicable representations and warranties thereof included in the
Mortgage Loan Purchase Agreement as of the date of substitution.


 


For any month in which the Seller substitutes one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer will determine the amounts (the “Substitution
Adjustments”), if any, by which the aggregate Purchase Price of all such
Deleted Mortgage Loans in Loan Group I or Loan Group II, respectively, exceeds
the aggregate of the Stated Principal Balance of the Qualified Substitute
Mortgage Loans that will become part of Loan Group I or Loan Group II,
respectively, as of the date of substitution, together with one month’s
interest on such Stated Principal Balance at the applicable Net Mortgage Rate,
plus all outstanding Advances and Servicing Advances with respect to such
Deleted Mortgage Loan.  On the date of
such substitution, the Seller will deliver or cause to be delivered to the
Master Servicer for deposit in the Collection Account an amount equal to the
sum of Substitution Adjustments, if any (which for federal income tax purposes
will be treated as payment for the repurchase of that portion of the Deleted
Mortgage Loans), and the Trustee, upon receipt of the related Qualified
Substitute Mortgage Loan or Loans (or acknowledgement of such receipt by
another Custodian) and certification by the Master Servicer of such deposit,
shall release or, if such Mortgage File is held by another Custodian, such
Custodian shall release to the Seller the related Mortgage File or Files and
the Trustee shall execute and deliver or, if such Mortgage File


 


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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 Class I-A4
Insurer, the NIMS Insurer and the Trustee an Opinion of Counsel to the effect
that such substitution will not cause (a) any federal tax to be imposed on
REMIC 1, created hereunder, including without limitation, any federal tax
imposed on “prohibited transactions” under Section 860F(a)(1) of the
Code or on contributions after the startup day under Section 860G(d)(1) of
the Code, or (b) any Trust REMIC hereunder to fail to qualify as a REMIC
at any time that any Certificate is outstanding.


 


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


 


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


 


(a)                                  The
Master Servicer hereby represents, warrants and covenants to the Trustee, for
the benefit of the Trustee, the Certificateholders and the Class I-A4
Insurer, 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


 


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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


 


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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, the Certificateholders and the Class I-A4
Insurer.  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 or the Class I-A4 Insurer, 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


 


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Class I-A4 Insurer, the NIMS Insurer or the
Trustee on behalf of the Certificateholders and the Class I-A4 Insurer
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 and the Class I-A4 Insurer, (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,


 


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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


 


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


 


Section 2.06                                Issuance
of Certificates.


 


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


 


Section 2.07                                Reserved.


 


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


 


(a)                                  The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
1 Regular Interests for the benefit of REMIC 3, as the holder of the REMIC 2
Regular Interest, and the holder of the Class R-2 Interest.  The Trustee acknowledges receipt of the REMIC
1 Regular Interests (which are uncertificated), the Class I-A4 Policy and
the Class I-A4 Policy Payments Account and declares that it holds and will
hold the same in trust for the exclusive use and benefit of REMIC 3, as the
holder of the REMIC 2 Regular Interests, and the holder of the Class R-2
Interest.  The interests evidenced by the
Class R-2 Interest and the REMIC 2 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 2.


 


(b)                                 In
exchange for the REMIC 1 Regular Interests and, concurrently with the
assignment to the Trustee thereof, the Trustee has delivered to or upon the
order of the Depositor, the REMIC 2 Regular Interests (which are
uncertificated) evidencing (together with the Class R-2 Interest) the
entire beneficial ownership interest in REMIC 2.


 


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(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 REMIC
2 Regular Interests for the benefit of REMIC 4, as the holders of the REMIC 3
Regular Interests, and the holder of the Class R-3 Interest.  The Trustee acknowledges receipt of the REMIC
2 Regular Interests (which are uncertificated) and declares that it holds and
will hold the same in trust for the exclusive use and benefit of REMIC 4, as the
holders of the REMIC 3 Regular Interests, and the holder of the Class R-3
Interest.  The interests evidenced by the
Class R-3 Interest and the REMIC 3 Regular Interests constitute the entire
beneficial ownership interest in REMIC 3.


 


(d)                                 In
exchange for the REMIC 2 Regular Interests and, concurrently with the
assignment to the Trustee thereof, the Trustee has delivered to or upon the
order of the Depositor, the REMIC 3 Regular Interests (which are
uncertificated) evidencing (together with the Class R-3 Interest) the
entire beneficial ownership interest in REMIC 3.


 


(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 REMIC
3 Regular Interests for the benefit of the holders of the Certificates (other
than the Class C Certificates, the Class P Certificates, the Class R-CX
Certificates and the Class R-PX Certificates), REMIC CX, as holder of the Class C
Interest, REMIC PX, as holder of the Class P Interest, REMIC SwapX, as
holder of the Class Swap IO Interest, and the Class R-4
Interest.  The Trustee acknowledges
receipt of the REMIC 3 Regular Interests (which are uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use
and benefit of the holders of the Certificates (other than the Class C
Certificates, the Class P Certificates, the Class R-CX Certificates
and the Class R-PX Certificates), REMIC CX, as holder of the Class C
Interest, REMIC PX, as holder of the Class P Interest, REMIC SwapX, as
holder of the Class Swap IO Interest, and the Class R-4
Interest.  The interests evidenced by the
Class R-4 Interest, the Regular Certificates (other than the Class C
Certificates and the Class P Certificates), and the REMIC 4 Regular
Interests, constitute the entire beneficial ownership interest in REMIC 4.


 


(f)                                    In
exchange for the REMIC 3 Regular Interests and, concurrently with the
assignment to the Trustee thereof, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates (other than the Class C Certificates and the Class P
Certificates) in authorized denominations evidencing (together with the Class R-4
Interest and the REMIC 4 Regular Interests) the entire beneficial ownership
interest in REMIC 4.  The Trustee
acknowledges that it holds the Class FMR IO Interest for the benefit of
the holders of the Class C Certificates.


 


(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 Class C
Interest for the benefit of the holders of the Class C Certificates and
the Class R-CX Interest.  The
Trustee acknowledges receipt of the Class C Interest and declares that it
holds and will hold the same in trust for the exclusive use and benefit of the
holders of the Class C Certificates and the Class R-CX


 


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Certificates. 
The interests evidenced by the Class C Certificates and the Class R-CX
Certificates constitute the entire beneficial ownership interest in REMIC CX.


 


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


 


(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 P
Interest for the benefit of the holders of the Class P Certificates and
the Class R-PX Interest.  The
Trustee acknowledges receipt of the Class P Interest and declares that it
holds and will hold the same in trust for the exclusive use and benefit of the holders
of the Class P Certificates and the Class R-PX Certificates.  The interests evidenced by the Class P
Certificates and the Class R-PX Certificates constitute the entire
beneficial ownership interest in REMIC PX.


 


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


 


(k)                                  Concurrently
with the assignments and deliveries to the Trustee and the acceptances by the
Trustee, pursuant to Section 2.01, Section 2.02 and this Section 2.08,
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 (i) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest, the Class R-2
Interest, the Class R-3 Interest and the Class R-4 Interest, (ii) the
Class R-CX Certificates evidencing the Class R-CX Interest and the
R-SwapX Interest and (iii) the Class R-PX Certificates evidencing the
Class R-PX Interest.


 


ARTICLE III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01                                Master
Servicer to Act as Master Servicer.


 


The Master Servicer shall service and
administer the Mortgage Loans on behalf of the Trustee and in the best
interests of and for the benefit of the Certificateholders and the Class I-A4
Insurer (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


 


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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,
the Class I-A4 Insurer 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, the Certificateholders and the Class I-A4
Insurer.  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, the
Certificateholders and the Class I-A4 Insurer.  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


 


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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 (without giving effect
to the Class I-A4 Policy), 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, the Class I-A4 Insurer and the NIMS Insurer


 


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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
mortgagee by the Department of Housing and Urban Development pursuant to Section 203
of the National Housing Act of 1934, as amended, 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 or the Class I-A4 Insurer, 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, the Class I-A4 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 and the Class I-A4 Insurer, 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


 


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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.


 


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Section 3.05                                No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Class I-A4
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,
the Class I-A4 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


 


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hereunder, except as provided below.  In the event of any such arrangement pursuant
to clause (ii) above, the Master Servicer shall make timely advances on
such Mortgage Loan during such extension pursuant to Section 4.04 and in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, subject to Section 4.04(d) pursuant
to which the Master Servicer shall not be required to make any such advances
that are Nonrecoverable Advances. 
Notwithstanding the foregoing, in the event that any Mortgage Loan is in
default or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01,
may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan,
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such
term or otherwise grant indulgence to any Mortgagor; provided, that in the
judgment of the Master Servicer, any such modification, waiver or amendment
could reasonably be expected to result in collections and other recoveries in
respect of such Mortgage Loans in excess of Net Liquidation Proceeds that would
be recovered upon the foreclosure of, or other realization upon, such Mortgage
Loan and provided further, that the NIMS Insurer’s prior written consent shall
be required for any modification, waiver or amendment if the aggregate number
of outstanding Mortgage Loans which have been modified, waived or amended
exceeds 5% of the number of Closing Date Mortgage Loans as of the Cut-off
Date.  Notwithstanding anything herein to
the contrary, the Master Servicer may waive a Prepayment Charge pursuant to the
conditions set forth in Section 2.04(a)(viii).  With respect to any such waiver of a
Prepayment Charge, the Master Servicer shall deliver to the Trustee an Officer’s
Certificate substantially in the form of Exhibit M hereto stating that the
conditions set forth in Section 2.04(a)(viii) have been met with
respect to the related Mortgage Loan. 
Notwithstanding anything herein to the contrary, the Master Servicer
shall not be liable to any Person for failure to deliver such Officer’s
Certificate, and the failure to deliver such Officer’s Certificate shall not
constitute a breach of the representation, warranty and covenant in Section 2.04(a)(viii).  Promptly upon receipt of such Officer’s
Certificate, the Trustee shall deliver such Officer’s Certificate to the
indenture trustee under the Indenture.


 


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-WL3, Asset-Backed
Certificates, Series 2005-WL3.  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


 


104





















 


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.


 


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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 and the Class I-A4 Insurer.  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,
Section 3.16(c) 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.


 


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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, the Certificateholders and the Class I-A4
Insurer.  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 Class I-A4 Insurer, 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 Class I-A4
Insurer, the NIMS Insurer, the Depositor and the Rating Agencies of the
location of the Distribution Account when established and prior to any change
thereof.


 


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(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;


 


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


 


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


 


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


 


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


 


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


 


(viii)                        to
reimburse the NIMS Insurer, the Class I-A4 Insurer, the Master Servicer or
the Trustee, as the case may be, for enforcement expenses reasonably incurred
in respect of the breach or defect giving rise to the purchase obligation under
Section 2.03 of this Agreement that were included in the Purchase Price of
the Mortgage Loan, including any expenses arising out of the enforcement of the
purchase obligation; provided, however, that the reimbursement to the NIMS
Insurer and the Class I-A4 Insurer pursuant to this clause shall be
limited to an annual amount of $25,000;


 


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


 


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


 


The Master Servicer shall
keep and maintain separate accounting, on an individual Mortgage Loan basis,
for the purpose of justifying any withdrawal from the Collection Account, to
the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (v),
(vi), (viii) and (ix) above. 
The Master Servicer shall provide written notification to the Trustee,
the Class I-A4 Insurer and the NIMS Insurer, on or prior to the next
succeeding Master Servicer Remittance


 


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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 and the Class I-A4 Insurer and
for deposit into the Reserve Fund, the Supplemental Interest Account and the
Final Maturity Reserve Account in accordance with Section 4.01;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(x)                                   to
pay itself the Trustee Fees.


 


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


 


(a)                                  The
Master Servicer may direct any depository institution maintaining the
Collection Account and any REO Account (for purposes of this Section 3.12,
an “Investment Account”), and the Trustee, in its individual capacity, may
direct any depository institution maintaining the Distribution Account (for
purposes of this Section 3.12, the Distribution Account is also an “Investment
Account”), to invest the funds in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds


 


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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(a)(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


 


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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


 


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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, the Certificateholders
and the Class I-A4 Insurer, 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, the Class I-A4 Insurer 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


 


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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


 


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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, the Certificateholders or the Class I-A4
Insurer 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 Class I-A4 Insurer (which consent shall not be
unreasonably withheld) and 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 and
the Class I-A4 Insurer to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage


 


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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 and the Class I-A4 Insurer to
receive any amount in the Collection Account received in respect of the
affected Mortgage Loan or other Mortgage Loans. 
It is understood by the parties hereto that any such advance will
constitute a Servicing Advance.


 


(c)                                  The
Holder of the Class C Certificates (except if such Holder is the Seller or
any of its Affiliates) may at its option purchase from REMIC 1 any Mortgage
Loan or related REO Property that is 90 days or more delinquent or that has
been otherwise in default for 90 days or more, which such Holder determines in
good faith will otherwise become subject to foreclosure proceedings (evidence
of such determination to be delivered in writing to the Trustee prior to purchase),
at a price equal to the Purchase Price; provided, however, that the Holder of
the Class C Certificates shall purchase any such Mortgage Loans or related
REO Properties on the basis of delinquency or default, purchasing first the
Mortgage Loans or related REO Properties that became delinquent or otherwise in
default on an earlier date.  For the
avoidance of doubt, the Holder of the Class C Certificates in exercising
its right to purchase Mortgage Loans pursuant to this Section 3.16(c) shall
not be subject to any requirement of this Article III (other than the
requirements of this Section 3.16(c)). 
In the event the Holder of the Class C Certificates does not
exercise its option to purchase from REMIC 1 any such Mortgage Loan or related
REO Property, the Master Servicer may at its option purchase from REMIC 1
any such Mortgage Loan or related REO Property, at a price equal to the
Purchase Price; provided, however, that the Master Servicer shall purchase any
such Mortgage Loans or related REO Properties on the basis of delinquency or
default, purchasing first the Mortgage Loans or related REO Properties that
became delinquent or otherwise in default on an earlier date; and provided,
further, that such option shall expire as of the last day of the calendar
quarter during which such Mortgage Loan or related REO Property became 90 days
delinquent or otherwise in default for 90 days or more.  In the event the Master Servicer does not
exercise its option to purchase from REMIC 1 any such Mortgage Loan or
related REO Property prior to the expiration of such option, the NIMS Insurer
shall be entitled to purchase such Mortgage Loan or related REO Property;
provided, however, that the NIM Insurer shall purchase any such Mortgage Loans
or related REO Properties on the basis of delinquency or default, purchasing
first the Mortgage Loans or related REO Properties that became delinquent or
otherwise in default on an earlier date. 
The Purchase Price for any Mortgage Loan or related REO Property
purchased hereunder shall be deposited in the Collection Account, and the
Trustee, upon receipt of written certification from the Master Servicer of such
deposit, shall release or cause to be released to the Holder of the Class C
Certificates, the Master Servicer or the NIMS Insurer, as applicable, the


 


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related Mortgage
File and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Holder of the Class C
Certificates, the Master Servicer or the NIMS Insurer, as applicable, shall
furnish and as shall be necessary to vest in the Holder of the Class C
Certificates, the Master Servicer or the NIMS Insurer, as applicable, title to
any Mortgage Loan or related REO Property released pursuant hereto.  For so long as the indenture trustee under
the Indenture is the Holder of the Class C Certificate, the holder (the “Residual
NIM Holder”) of the subordinate note, the owner trust certificate or another
instrument representing the right to receive the proceeds of the trust estate
securing payments on the NIM Notes after all of the NIM Notes have been paid
off shall be deemed to be the “Holder of the Class C Certificates” for
purposes of this Section 3.16(c). 
The Trustee shall request from the Residual NIM Holder a certificate
substantially in the form of Exhibit N attached hereto.  The Trustee may conclusively rely upon and
shall be fully protected in acting or refraining from acting based on such
certificate.


 


(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.


 


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(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 and the Class I-A4
Insurer.  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,
Section 3.16(c) or Section 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, Section 3.16(c) or
Section 9.01, as applicable.


 


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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 Class I-A4 Insurer, the NIMS Insurer and the Depositor a
statement prepared by the Master Servicer setting forth the status of the
Collection Account as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category of
deposit specified in Section 3.10(a) and each category of withdrawal
specified in Section 3.11.  Such
statement may be in the form of the then current Fannie Mae Monthly Accounting
Report for its Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as to the aggregate
of the outstanding principal balances of all of the Mortgage Loans as of the
last day of the calendar month immediately preceding such Distribution
Date.  Copies of such statement shall be
provided by the Trustee to any Certificateholder and to any Person identified
to the Trustee as a prospective transferee of a Certificate, upon request at
the expense of the requesting party, provided such statement is delivered by
the Master Servicer to the Trustee.


 


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Section 3.20                                Statement
as to Compliance.


 


The Master Servicer shall
deliver to the Trustee, the Depositor, the Class I-A4 Insurer, 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 Class I-A4 Insurer, 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.


 


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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 Class I-A4 Insurer, 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
and the Class I-A4 Insurer.  The
Master Servicer, on behalf of REMIC 1 (and on behalf of the Trustee for the
benefit of the Certificateholders and the Class I-A4 Insurer), shall sell
any REO Property as soon as practicable and, in any event, shall either sell
any REO Property before the close of the third taxable year after the year
REMIC 1 acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the three-year grace period would otherwise expire, an
extension of the three-year grace period, unless the Master Servicer shall have
delivered to the Trustee, the Class I-A4 Insurer, the NIMS Insurer and the
Depositor an Opinion of Counsel, addressed to the Trustee, the Class I-A4
Insurer, the NIMS Insurer and the Depositor, to the effect that the holding by
REMIC 1 of such REO Property subsequent to three years after its acquisition
will not result in the imposition on any Trust REMIC of taxes on “prohibited
transactions” thereof, as defined in Section 860F of the Code, or cause
any Trust REMIC to fail to qualify as a REMIC under Federal law at any time
that any Certificates are outstanding. 
If an extension of the three-year period is granted, the Master Servicer
shall sell the related REO Property no later than 60 days prior to the
expiration of such extension period.  The
Master Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders and the Class I-A4 Insurer 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 and the Class I-A4
Insurer (the “REO Account”), which shall be


 


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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


 


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(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 Class I-A4
Insurer, the NIMS Insurer and the Trustee, to the effect that such action will
not cause such REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code at any time that it is
held by REMIC 1, in which case the Master Servicer may take such actions as are
specified in such Opinion of Counsel.


 


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


 


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


 


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


 


(iii)                               none of the provisions
of this Section 3.23(c) relating to any such contract or to actions
taken through any such Independent Contractor shall be deemed to relieve the
Master Servicer of any of its duties and obligations to the Trustee on behalf
of the Certificateholders and the Class I-A4 Insurer with respect to the
operation and management of any such REO Property; and


 


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


 


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


 


(d)                                 In
addition to the withdrawals permitted under Section 3.23(c), the Master Servicer
may from time to time make withdrawals from the REO Account for any REO
Property:  (i) to pay itself or any
Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and
(ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing


 


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Advances and
Advances made in respect of such REO Property or the related Mortgage
Loan.  On the Master Servicer Remittance
Date, the Master Servicer shall withdraw from each REO Account maintained by it
and deposit into the Distribution Account in accordance with Section 3.10(d)(ii),
for distribution on the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the prior calendar month,
net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).


 


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


 


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


 


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


 


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


 


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


 


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


 


In the event that a
shortfall in any collection on or liability with respect to any Mortgage Loan
results from or is attributable to adjustments to Mortgage Rates, Monthly
Payments or Stated Principal Balances that were made by the Master Servicer in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trustee for deposit in the Distribution
Account from its own funds the amount of any such shortfall and shall indemnify
and hold harmless the Trust Fund, the Trustee, the Depositor and any successor
master servicer


 


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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 non-interest bearing trust account
titled, “Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in
trust for registered Holders of Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates, Series 2005-WL3.”  The Trustee shall account for the right to
receive payments from the Reserve Fund as property that the Trustee holds
separate and apart from the REMIC Regular Interests.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Each
Portion of the Reserve Fund shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any REMIC created
hereunder.  For federal and state income
tax purposes, the Trustee shall be deemed to be the


 


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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 4 to REMIC
CX in respect of the Class C Interest, and then distributed by REMIC CX to
the Holders of the Class C Certificates. 
For federal and state income tax purposes, payments in respect of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates of
Net WAC Rate Carryover Amounts will not be payments with respect to a “regular
interest” in a REMIC within the meaning of Code Section 860G(a)(1).


 


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


 


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


 


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


 


Section 3.27                                Advance
Facility.


 


(a)                                  The
Trustee, on behalf of the Trust Fund, at the direction of the Master Servicer
and with the consent of the NIMS Insurer, is hereby authorized to enter into a
facility


 


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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 and the Class I-A4 Insurer, 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


 


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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                                Swap
Agreement.


 


The Depositor hereby
directs the Trustee to execute and deliver on behalf of the Trust the Swap
Agreement and authorizes the Trustee to perform its obligations thereunder on
behalf of the Trust in accordance with the terms of the Swap Agreement.  The Depositor hereby authorizes and directs
the Trustee to ratify on behalf of the Trust, as the Trust’s own actions, the
terms agreed to by the Depositor in relation to the Swap Agreement, as
reflected in the Swap Agreement, and the Trustee hereby so ratifies the Swap
Agreement.  The Trustee shall amend the
Swap Agreement in accordance with its terms and as requested by a party to the
Swap Agreement to cure any ambiguity in or correct or supplement any provision
of, the Swap Agreement, provided, however, that the Trustee shall have received
a prior written confirmation from each Rating Agency that such amendment would
not cause such Rating Agency to downgrade or withdraw the then current ratings
of any outstanding Class of Certificates (without giving effect to the Class I-A4
Policy).  On the Closing Date, the
Trustee shall enter into the Swap Agreement, on behalf of the Trust, with the
Swap Counterparty. The Swap Agreement shall be part of the Trust Fund but not
part of any REMIC. The Swap Counterparty is the calculation agent under the
Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement
and notify the Trustee of all such amounts.


 


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.  The Depositor hereby authorizes and directs
the Trustee to ratify on behalf of the Trust, as the Trust’s own actions, the
terms agreed to by the Depositor in relation to each of the Cap Agreements, as
reflected in such Cap Agreements, and the Trustee hereby so ratifies the Cap
Agreements.


 


(b)                                 If a Counterparty Rating Agency
Downgrade (as defined in Part I(h) of Schedule to each of the
Cap Agreements) occurs, 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 Part I(h) of Schedule to
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)),


 


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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.


 


(d)                                 If any payments are owed to the Cap
Provider, the Trustee shall request the Cap Provider to furnish IRS Form W-8ECI
to the Trustee or other documentary evidence necessary to establish that no
withholding is required under the Code.


 


Section 3.31                                Replacement
Swap Agreement. 


 


(a)                                  The Trustee shall, at the direction
of the NIMS Insurer or, with the consent of the NIMS Insurer, at the direction
of the Depositor, in the event the Swap Agreement is terminated as a result of
the designation by either party thereto of an Early Termination Date, enter
into a replacement swap agreement with a replacement counterparty designated by
the Depositor or the NIMS Insurer, as applicable.


 


(b)                                 Notwithstanding anything to the
contrary herein, any Swap Termination Payment received by the Trustee shall be
deposited in the Supplemental Interest Account and shall be used to make any
upfront payment required under a replacement swap agreement and any upfront
payment (the “Replacement Payment”) received by the Trust from the counterparty
to a replacement swap agreement shall be used to pay any Swap Termination
Payment owed to the Swap Counterparty that is being replaced.  The Swap Counterparty that is being replaced
shall have first priority as to such Replacement Payments versus all other
creditors of the Trust, and the Trust shall pay from the Replacement Payments
received the lesser of (x) the Replacement Payments so received and (y) any
Swap Termination Payment owed to the Swap Counterparty (to the extent not already
paid by the Trust) that is being replaced immediately upon receipt.


 


(c)                                  Notwithstanding anything contained
herein, in the event that a replacement swap agreement cannot be obtained
within 30 days after receipt by the Trustee of the Swap Termination Payment
paid by the terminated Swap Counterparty, the Trustee shall on each
Distribution Date, withdraw from the Supplemental Interest Account, an amount
equal to the Net WAC Rate Carryover Amount with respect to the Class II-A2A
Certificates for such Distribution Date and distribute it to the Class II-A2A
Certificates to the extent of the Swap Termination Payment remaining in the
Supplemental Interest Account.


 


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ARTICLE IV



FLOW OF FUNDS


 


Section 4.01                                Distributions.


 


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


 


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


 


(A)                              first, to the Class I-A4 Insurer, the
Class I-A4 Premium for such Distribution Date;


 


(B)                                second, to the Final Maturity Reserve
Account, the Group I Final Maturity Reserve Amount for such Distribution Date;


 


(C)                                third, to the Final Maturity Reserve
Account, the Group II Final Maturity Reserve Amount, to the extent not paid
pursuant to Section 4.01(a)(ii)(B);


 


(D)                               fourth, concurrently, to the Class I-A1
Certificates, the Class I-A2 Certificates, the Class I-A3
Certificates and the Class I-A4 Certificates, the Monthly Interest
Distributable Amount for such Classes, allocated among the Class I-A1
Certificates, the Class I-A2 Certificates, the Class I-A3 Certificates
and the Class I-A4 Certificates, pro
rata, based on their respective entitlements;


 


(E)                                 fifth, concurrently,
to the Class I-A1 Certificates, the Class I-A2 Certificates, the Class I-A3
Certificates and the Class I-A4 Certificates, any Unpaid Interest
Shortfall Amount for such Classes, allocated among the Class I-A1
Certificates, the Class I-A2 Certificates, the Class I-A3
Certificates and the Class I-A4 Certificates, pro rata, based on their respective entitlements;


 


(F)                                 sixth, to the Class I-A4 Insurer, any
Class I-A4 Reimbursement Amount for such Distribution Date;


 


(G)                                seventh, to the Supplemental Interest
Account for payment to the Swap Counterparty, the Swap Fee Amount of such
Distribution Date, provided a Swap Default has not occurred and is not continuing,
and any unpaid Swap Termination Payment payable by the Trust (including


 


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any amount remaining unpaid from prior Distribution
Dates) (unless the Swap Counterparty is the Defaulting Party or the sole
Affected Party (each, as defined in the Swap Agreement)), as applicable, for
the related Distribution Date, to the extent not paid pursuant to Section 4.01(a)(ii)(A);


 


(H)                               eighth, concurrently, to the Class II-A1
Certificates, the Class II-A2A Certificates (as if a Swap Default has
occurred and is continuing), the Class II-A2B Certificates and the Class II-A3
Certificates, the Monthly Interest Distributable Amount for such Classes, to
the extent not paid pursuant to Section 4.01(a)(ii)(D), allocated among
the Class II-A1 Certificates, the Class II-A2A Certificates (as if a
Swap Default has occurred and is continuing), the Class II-A2B
Certificates and the Class II-A3 Certificates, pro rata, based on their respective entitlements;


 


(I)                                    ninth, so long as an Early Termination
Date has not been effectively designated, to the Supplemental Interest Account,
for payment to the Swap Counterparty, any due and unpaid Swap Fee Amount from
previous Distribution Dates, with interest thereon at the Pass-Through Rate for
the Class II-A2A Certificates for the related Distribution Date, to the
extent not paid pursuant to Section 4.01(a)(ii)(E); and


 


(J)                                   tenth, concurrently, to the Class II-A1
Certificates, the Class II-A2A Certificates (as if a Swap Default has
occurred and is continuing), the Class II-A2B Certificates and the Class II-A3
Certificates, any Unpaid Interest Shortfall Amount for such classes, to the
extent not paid pursuant to Section 4.01(a)(ii)(F), allocated among the Class II-A1
Certificates, the Class II-A2A Certificates (as if a Swap Default has
occurred and is continuing), the Class II-A2B Certificates and the Class II-A3
Certificates, pro rata, based on
their respective entitlements.


 


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


 


(A)                              first, to the Supplemental Interest
Account for payment to the Swap Counterparty, the Swap Fee Amount for such
Distribution Date, provided a Swap Default has not occurred and is not
continuing, and any unpaid Swap Termination Payment payable by the Trust
(including any amount remaining unpaid from prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected Party (each,
as defined in the Swap Agreement)), as applicable, for the related Distribution
Date;


 


(B)                                second, to the Final Maturity Reserve
Account, the Group II Final Maturity Reserve Amount for such Distribution Date;


 


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(C)                                third, to the Final Maturity Reserve
Account, the Group I Final Maturity Reserve Amount, to the extent not paid
pursuant to Section 4.01(a)(i)(B);


 


(D)                               fourth, concurrently, to the Class II-A1
Certificates, the Class II-A2A Certificates (as if a Swap Default has
occurred and is continuing), the Class II-A2B Certificates and the Class II-A3
Certificates, the Monthly Interest Distributable Amount for such Classes,
allocated among the Class II-A1 Certificates, the Class II-A2A
Certificates (as if a Swap Default has occurred and is continuing), the Class II-A2B
Certificates and the Class II-A3 Certificates, pro rata, based on their respective entitlements;


 


(E)                                 fifth, so long as an Early Termination
Date has not been effectively designated, to the Supplemental Interest Account,
for payment to the Swap Counterparty, any due and unpaid Swap Fee Amount from
previous Distribution Dates, with interest thereon at the Pass-Through Rate for
the Class II-A2A Certificates for the related Distribution Date;


 


(F)                                 sixth, concurrently, to the Class II-A1
Certificates, the Class II-A2A Certificates (as if a Swap Default has
occurred and is continuing), the Class II-A2B Certificates and the Class II-A3
Certificates, any Unpaid Interest Shortfall Amount for such Classes, allocated
among the Class II-A1 Certificates, the Class II-A2A Certificates (as
if a Swap Default has occurred and is continuing), the Class II-A2B
Certificates and the Class II-A3 Certificates, pro rata, based on their respective entitlements;


 


(G)                                seventh, to the Class I-A4  Insurer, the Class I-A4 Premium for such
Distribution Date, to the extent not paid pursuant to Section 4.01(a)(i)(A);


 


(H)                               eighth, concurrently, to the Class I-A1
Certificates, the Class I-A2 Certificates, the Class I-A3
Certificates and the Class I-A4 Certificates, the Monthly Interest
Distributable Amount for such Classes, to the extent not paid pursuant to Section 4.01(a)(i)(D),
allocated among the Class I-A1 Certificates, the Class I-A2
Certificates, the Class I-A3 Certificates and the Class I-A4
Certificates, pro rata, based on
their respective entitlements;


 


(I)                                    ninth, concurrently, to the Class I-A1
Certificates, the Class I-A2 Certificates, the Class I-A3
Certificates and the Class I-A4 Certificates, any Unpaid Interest
Shortfall Amount for such Classes, to the extent not paid pursuant to Section 4.01(a)(i)(E),
allocated among the Class I-A1 Certificates, the Class I-A2
Certificates, the Class I-A3


 


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Certificates and the Class I-A4 Certificates, pro rata, based on their respective
entitlements; and


 


(J)                                   tenth, to the Class I-A4 Insurer, any
Class I-A4 Reimbursement Amount for such Distribution Date, to the extent
not paid pursuant to Section 4.01(a)(i)(F).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     first,


 


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


 


(I)                                    to
the Group I Senior Certificates (allocated among the Group I Senior
Certificates in the priority described in Section 4.01(b)(iv)), until the
Certificate Principal Balances thereof have been reduced to zero; then


 


(II)                                to
the Class I-A4 Insurer, the Class I-A4 Premium and any Class I-A4
Reimbursement Amount for such Distribution Date, in each case, remaining unpaid
after giving effect to the distributions of the Interest Remittance Amount for
such Distribution Date; then


 


(III)                            to the
Supplemental Interest Account for payment to the Swap Counterparty, any unpaid
Swap Termination Payment payable by the Trust (including any amount remaining
unpaid from prior Distribution Dates) (unless the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)) remaining unpaid after giving effect to the distributions of the
Interest Remittance Amount and the Group II Principal Distribution Amount for
such Distribution Date; and then


 


(IV)                            to the
Group II Senior Certificates (allocated among the Group II Senior Certificates
in the priority described in Section 4.01(b)(v)) after giving effect to
the distributions pursuant to Section 4.01(b)(i)(B)(II), until the
Certificate Principal Balances thereof have been reduced to zero.


 


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


 


(I)                                    to
the Supplemental Interest Account for payment to the Swap Counterparty, any
unpaid Swap Termination Payment


 


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payable by the Trust (including any amount remaining
unpaid from prior Distribution Dates) (unless the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)) remaining unpaid after giving effect to the distributions of the
Interest Remittance Amount for such Distribution Date; then


 


(II)                                to
the Group II Senior Certificates (allocated among the Group II Senior
Certificates in the priority described in Section 4.01(b)(v)), until the
Certificate Principal Balances thereof have been reduced to zero; then


 


(III)                            to the
Group I Senior Certificates (allocated among the Group I Senior Certificates in
the priority described in Section 4.01(b)(v)) after giving effect to the
distributions pursuant to Section 4.01(b)(i)(A)(I), until the Certificate
Principal Balances thereof have been reduced to zero; and then


 


(IV)                            to the
Class I-A4 Insurer, the Class I-A4 Premium and any Class I-A4
Reimbursement Amount for such Distribution Date, in each case, remaining unpaid
after giving effect to the distributions of the Interest Remittance Amount and
the Group I Principal Distribution Amount for such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              With
respect to the Group I Senior Certificates, on any Distribution Date prior to
the Stepdown Date or on which a Trigger Event is in effect, all principal
distributions will be allocated concurrently to (i) the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates (allocated among such Classes in the priority described below) and
(ii) the Class I-A4 Certificates, pro
rata, based on the aggregate Certificate Principal Balances of the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates and the Certificate Principal Balance of the Class I-A4
Certificates, with the exception that beginning
on the first Distribution Date on or after which the Certificate Principal
Balances of the Mezzanine Certificates and the Class B Certificates have
been reduced to zero and the Net Monthly Excess Cashflow and Overcollateralized
Amount for such Distribution Date are insufficient to cover Realized Losses on
the Group I Mortgage Loans or if a Sequential Trigger Event is in effect,
principal distributions among the Class I-A1 Certificates, the Class I-A2
Certificates, the Class I-A3 Certificates and the Class I-A4
Certificates will be allocated sequentially, in that order, in each case until the
Certificate Principal Balances thereof have been reduced to zero.  With respect to the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates, on any Distribution Date prior to the Stepdown Date or on which a
Trigger Event is in effect, all principal distributions among the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates will be allocated sequentially, in that order, in each case until
the Certificate Principal Balances thereof have been reduced to zero.


 


(v)                                 With
respect to the Group II Senior Certificates, on any Distribution Date prior to
the Stepdown Date or on which a Trigger Event is in effect, all principal
distributions will be allocated sequentially, in the following


 


136





















 


order, to: (a) the Class II-A1
Certificates, (b) the Class II-A2A Certificates and the Class II-A2B
Certificates (allocated between such Certificates in the priority described
below), and (c) the Class II-A3 Certificates, in each case, until the
Certificate Principal Balances thereof have been reduced to zero, with the
exception that beginning on the first Distribution Date on or after which the
Certificate Principal Balances of the Mezzanine Certificates and the Class B
Certificates have been reduced to zero and the Net Monthly Excess Cashflow and
Overcollateralized Amount for such Distribution Date are insufficient to cover
Realized Losses on the Group II Mortgage Loans, principal distributions among
the Group II Senior Certificates will be allocated concurrently to: (a) the
Class II-A1 Certificates, (b) the Class II-A2A Certificates and
the Class II-A2B Certificates (allocated between such Certificates in the
priority described below), and (c) the Class II-A3 Certificates, pro rata, based on the Certificate
Principal Balances of (a) the Class II-A1 Certificates, (b) the Class II-A2A
Certificates and the Class II-A2B Certificates and (c) the Class II-A3
Certificates, in each case, until the Certificate Principal Balances thereof
have been reduced to zero.


 


With respect to the Class II-A2A Certificates and
the Class II-A2B Certificates, on any Distribution Date prior to the
Stepdown Date or on which a Trigger Event is in effect, all principal
distributions will be allocated concurrently to the Class II-A2A
Certificates and the Class II-A2B Certificates, pro rata, based on their Certificate Principal Balances,
until the Certificate Principal Balances thereof have been reduced to zero with
the exception that beginning on the first Distribution Date on or after which
the Certificate Principal Balances of the Mezzanine Certificates and the Class B
Certificates have been reduced to zero and the Net Monthly Excess Cashflow and
Overcollateralized Amount for such Distribution Date are insufficient to cover
Realized Losses on the Group II Mortgage Loans or if a Group II Sequential Trigger Event is in
effect, principal distributions between the Class II-A2A
Certificates and the Class II-A2B Certificates will be allocated
sequentially, in that order, in each case, until the Certificate Principal
Balances thereof have been reduced to zero.


 


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


 


(i)                                     first,


 


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


 


(I)                                    to
the Group I Senior Certificates, the Group I Senior Principal Distribution
Amount (allocated among the Group I Senior Certificates in the priority
described in Section 4.01(c)(iv),


 


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until the Certificate Principal Balances thereof have
been reduced to zero; then


 


(II)                                to
the Class I-A4 Insurer, the Class I-A4 Premium and any Class I-A4
Reimbursement Amount for such Distribution Date, in each case, remaining unpaid
after giving effect to the distributions of the Interest Remittance Amount for
such Distribution Date; then


 


(III)                            to the
Supplemental Interest Account for payment to the Swap Counterparty, any unpaid
Swap Termination Payment (including any amount remaining unpaid from prior
Distribution Dates) (unless the Swap Counterparty is the Defaulting Party or
the sole Affected Party (each, as defined in the Swap Agreement)) remaining
unpaid after giving effect to the distributions of the Interest Remittance
Amount and the Group II Principal Distribution Amount for such Distribution
Date; and then


 


(IV)                            to the
Group II Senior Certificates, the Group II Senior Principal Distribution
Amount, to the extent not paid pursuant to Section 4.01(c)(i)(B)(II)
(allocated among the Group II Senior Certificates in the priority described in Section 4.01(c)(v))
after giving effect to the distributions pursuant to Section 4.01(c)(i)(B)(II),
until the Certificate Principal Balances thereof have been reduced to zero.


 


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


 


(I)                                    to
the Supplemental Interest Account for payment to the Swap Counterparty, any
unpaid Swap Termination Payment (including any amount remaining unpaid from
prior Distribution Dates) (unless the Swap Counterparty is the Defaulting Party
or the sole Affected Party (each, as defined in the Swap Agreement)) remaining
unpaid after giving effect to the distributions of the Interest Remittance
Amount; then


 


(II)                                to
the Group II Senior Certificates, the Group II Senior Principal Distribution
Amount (allocated among the Group II Senior Certificates in the priority
described in Section 4.01(c)(v)), until the Certificate Principal Balances
thereof have been reduced to zero; then


 


(III)                            to the
Group I Senior Certificates, the Group I Senior Principal Distribution Amount,
to the extent not paid pursuant to Section 4.01(c)(i)(A)(I) (allocated
among the Group I


 


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Senior Certificates in the priority described in Section 4.01(c)(iv))
after giving effect to the distributions pursuant to Section 4.01(c)(i)(A)(I),
until the Certificate Principal Balances thereof have been reduced to zero; and
then


 


(IV)                            to the
Class I-A4 Insurer, the Class I-A4 Premium and any Class I-A4
Reimbursement Amount for such Distribution Date, in each case, remaining unpaid
after giving effect to the distributions of the Interest Remittance Amount and
the Group I Principal Distribution Amount for such Distribution Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              With
respect to the Group I Senior Certificates, on any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, all
principal distributions will be allocated concurrently to (i) the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates (allocated among such Classes in the priority described below) and
(ii) the Class I-A4 Certificates, pro
rata, based on the aggregate Certificate Principal Balances of the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates and the Certificate Principal Balance of the Class I-A4
Certificates, with the exception that beginning on the first Distribution Date
on or after which the Certificate Principal Balances of the Mezzanine
Certificates and the Class B Certificates have been reduced to zero and
the Net Monthly Excess Cashflow and Overcollateralized Amount for such
Distribution Date are insufficient to cover Realized Losses on the Group I Mortgage
Loans, principal distributions among the Class I-A1 Certificates, the Class I-A2
Certificates, the Class I-A3 Certificates and the Class I-A4
Certificates will be allocated sequentially, in that order, in each case until
the Certificate Principal Balances thereof have been reduced to zero.  With respect to the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates, on any Distribution Date on or after the Stepdown Date and on
which a Trigger Event is not in effect, all principal distributions among the Class I-A1
Certificates, the Class I-A2 Certificates and the Class I-A3
Certificates will be allocated sequentially, in that order, in each case until
the Certificate Principal Balances thereof have been reduced to zero.


 


(v)                                 With
respect to the Group II Senior Certificates, on any Distribution Date on or
after the Stepdown Date and on which a Trigger Event is not in effect, all
principal distributions will be allocated sequentially, in the following order,
to: (a) the Class II-A1 Certificates, (b) the Class II-A2A
Certificates and the Class II-A2B Certificates (allocated between such
Certificates in the priority described below), and (c) the Class II-A3
Certificates, in each case, until the Certificate Principal Balances thereof
have been reduced to zero, with


 


140





















 


the exception that
beginning on the first Distribution Date on or after which the Certificate
Principal Balances of the Mezzanine Certificates and the Class B Certificates
have been reduced to zero and the Net Monthly Excess Cashflow and
Overcollateralized Amount for such Distribution Date are insufficient to cover
Realized Losses on the Group II Mortgage Loans, principal distributions among
the Group II Senior Certificates will be allocated concurrently to: (a) the
Class II-A1 Certificates, (b) the Class II-A2A Certificates and
the Class II-A2B Certificates (allocated between such Certificates in the
priority described below), and (c) the Class II-A3 Certificates, pro rata, based on the Certificate
Principal Balances of (a) the Class II-A1 Certificates, (b) the Class II-A2A
Certificates and the Class II-A2B Certificates (allocated between such
Certificates in the priority described below) and (c) the Class II-A3
Certificates, in each case, until the Certificate Principal Balances thereof
have been reduced to zero.


 


With respect to the Class II-A2A Certificates and
the Class II-A2B Certificates, on any Distribution Date on or after the
Stepdown Date and on which a Trigger Event is not in effect, all principal
distributions will be allocated concurrently to the Class II-A2A
Certificates and the Class II-A2B Certificates, pro rata, based on their Certificate Principal Balances,
until the Certificate Principal Balances thereof have been reduced to zero,
with the exception that beginning on the first Distribution Date on or after
which the Certificate Principal Balances of the Mezzanine Certificates and the Class B
Certificates have been reduced to zero and the Net Monthly Excess Cashflow and
Overcollateralized Amount for such Distribution Date are insufficient to cover
Realized Losses on the Group II Mortgage Loans or if a Group II Sequential
Trigger Event is in effect, principal distributions between the Class II-A2A
Certificates and the Class II-A2B Certificates will be allocated
sequentially, in that order, in each case, until the Certificate Principal
Balances thereof have been reduced to zero.


 


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


 


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


 


(b)                                 concurrently, to the Class A
Certificates, in an amount equal to the Unpaid Interest Shortfall Amount, if
any, for such Classes for such Distribution Date to the extent remaining unpaid
after distribution of the Group I
Interest Remittance Amount and the Group II Interest


 


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Remittance
Amount on such Distribution Date, allocated among such classes, pro rata, based on their respective
entitlements;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(y)                                 to
the Supplemental Interest Account, for payment to the Swap Counterparty, in an
amount equal to the Swap Reimbursement Amount for such Distribution Date;


 


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(z)                                   to
the Class A Certificates, pro rata
based on their respective entitlement pursuant to this clause, in an amount
equal to the previously allocated and not reimbursed share of Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls, if any, allocated to
such Class;


 


(aa)                            to
the Class M-1 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(bb)                          to
the Class M-2 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(cc)                            to
the Class M-3 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(dd)                          to
the Class M-4 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(ee)                            to
the Class M-5 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(ff)                                to
the Class M-6 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(gg)                          to
the Class M-7 Certificates, previously allocated and not reimbursed related
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if any;


 


(hh)                          to
the Class M-8 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(ii)                                  to
the Class M-9 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


(jj)                                  to
the Class B-1 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if
any;


 


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(kk)                            to
the Class B-2 Certificates, previously allocated and not reimbursed
related Prepayment Interest Shortfalls and Relief Act Interest Shortfalls, if any;


 


(ll)                                  concurrently
(i) to the Supplemental Interest Account, for payment to the Swap
Counterparty, in an amount equal to any unpaid Gross Swap Reimbursement Amount
in respect of such Distribution Date, with interest thereon at the Formula Rate
applicable to the Class II-A2A Certificates for the related Distribution
Date, and (ii) to the Reserve Fund, the amount equal to the difference
between (x) the sum of (A) any excess of the sum of the Net WAC Rate
Carryover Amounts with respect to the Group I Senior Certificates for such
Distribution Date over any amounts on deposit in the Reserve Fund on such
Distribution Date with respect to the Group I Senior Cap Agreement, (B) any
excess of the sum of the Net WAC Rate Carryover Amounts with respect to the
Group II Senior Certificates for such Distribution Date over any amounts on
deposit in the Reserve Fund on such Distribution Date with respect to the Group
II Senior Cap Agreement, and (C) any excess of the sum of the Net WAC Rate
Carryover Amounts with respect to the Mezzanine Certificates and the Class B
Certificates for such Distribution Date over any amounts on deposit in the
Reserve Fund on such Distribution Date with respect to the Subordinate Cap
Agreement and (y) any amounts deposited in the Reserve Fund pursuant to this Section 4.01(d)(i)(ll)
that were not distributed on prior Distribution Dates (or, if no Net WAC Rate
Carryover Amounts are payable to such Classes of Certificates on such
Distribution Date, to the Reserve Fund, an amount such that when added to other
amounts already on deposit in the Reserve Fund, the aggregate amount on deposit
therein is equal to $1,000); provided, however, if the amount available to make
the required distributions pursuant to clauses (i) and (ii) of this Section 4.01(d)(i)(ll)
is insufficient, such available amount will be allocated between such clauses, pro rata, based on the amounts required to
be distributed pursuant to such clauses;


 


(mm)                      to
the Supplemental Interest Account, for payment to the Swap Counterparty, any unpaid
Swap Termination Payment payable by the Trust (including any amount remaining
unpaid from prior Distribution Dates) (only if the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each as defined in the Swap
Agreement));


 


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


 


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(oo)                          to
REMIC CX, as holder of the Class C Interest, the sum of (A) the
Monthly Interest Distributable Amount for the Class C Interest plus (B) until
the Uncertificated Principal Balance of the Class C Interest is reduced to
zero, any Overcollateralization Release Amount for such Distribution Date, plus
(C) until the Uncertificated Principal Balance of the Class C
Interest is reduced to zero, on any Distribution Date on which the Certificate
Principal Balances of the Class A Certificates, the Mezzanine Certificates
and the Class B Certificates has been reduced to zero, any remaining
amounts for such Distribution Date (in all cases, net of such portion of
amounts payable pursuant to this Section 4.01(d)(i)(oo) that were paid
pursuant to Section 4.01(d)(i)(ll) above); and


 


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


 


(ii)                                  On
each Distribution Date, after making the distributions of the Available Funds
as provided in this Section 4.01 (except for distributions pursuant to Section 4.01(d)(iii))
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 Senior Cap Agreement
shall be distributed, concurrently, to the Group I Senior Certificates, up to
the amount of the related Net WAC Rate Carryover Amount, allocated among the
Group I Senior Certificates, pro rata,
based on the Net WAC Rate Carryover Amounts, (B) amounts in the Reserve
Fund received with respect to the Group II Senior Cap Agreement shall be
distributed, concurrently, to the Group II Senior Certificates (other than the Class II-A2A
Certificates), up to the amount of the related Net WAC Rate Carryover Amount,
allocated among the Group II Senior Certificates, pro rata, based on the Net WAC Rate Carryover Amounts, and (C) amounts
in the Reserve Fund received with respect to the Subordinate Cap Agreement
shall be distributed to the Mezzanine Certificates and the Class B
Certificates, up to the amount of the related Net WAC Rate Carryover Amount, in
the following order of priority: first to
the Class M-1 Certificates, second to
the Class M-2 Certificates, third to
the Class M-3 Certificates, fourth to
the Class M-4 Certificates, fifth to
the Class M-5 Certificates, sixth to
the Class M-6 Certificates, seventh to
the Class M-7 Certificates, eighth to
the Class M-8 Certificates, ninth
to the Class M-9 Certificates, tenth
to the Class B-1 Certificates and eleventh
to the Class B-2 Certificates, in each case, to the extent of amounts
received with


 


146





















 


respect to the related Cap Agreement remaining in the
Reserve Fund.


 


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


 


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


 


(iii)                               On the earlier of the
Distribution Date in November 2035 and the termination of the Trust after
giving effect to all other distributions pursuant to this Section 4.01,
other than payments by the Class I-A4 Insurer with respect to such
Distribution Date, the Trustee shall withdraw from the Final Maturity


 


147





















 


Reserve Account funds on
deposit therein and shall distribute such amounts in the following order of
priority:


 


(a)                                  concurrently,
to the Class A Certificates, in reduction of their respective Certificate
Principal Balances, pro rata,
based on their Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero;


 


(b)                                 to
the Mezzanine Certificates and the Class B Certificates, in reduction of
their respective Certificate Principal Balances, in the following order of
priority:  first to the Class M-1 Certificates, second to the Class M-2 Certificates,
third to the Class M-3
Certificates, fourth to the Class M-4
Certificates, fifth to the Class M-5
Certificates, sixth to the Class M-6
Certificates, seventh to the Class M-7
Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9
Certificates, tenth to the Class B-1
Certificates and eleventh to the Class B-2
Certificates, in each case until the Certificate Principal Balances thereof
have been reduced to zero;


 


(c)                                  to
the Class I-A4 Insurer, any remaining Class I-A4 Reimbursement Amount
relating to principal;


 


(d)                                 concurrently,
to the Class A Certificates, up to the amount of the related Monthly
Interest Distributable Amount and any Unpaid Interest Shortfall Amount for such
Classes remaining unpaid after giving effect to all other distributions
pursuant to this Section 4.01, in each case allocated among the Class A
Certificates, pro rata, based on
their Monthly Interest Distributable Amounts and any Unpaid Interest Shortfall
Amounts;


 


(e)                                  to
the Class I-A4 Insurer, any remaining unpaid Class I-A4 Premium and
any remaining unpaid Class I-A4 Reimbursement Amount;


 


(f)                                    to
the Mezzanine Certificates and the Class B Certificates, up to the amount
of the related Monthly Interest Distributable Amount for such Classes remaining
unpaid after giving effect to all other distributions pursuant to this Section 4.01,
allocated among the Mezzanine Certificates and the Class B Certificates in
the following order of priority:  first to the Class M-1 Certificates, second to the Class M-2 Certificates,
third to the Class M-3
Certificates, fourth to the Class M-4
Certificates, fifth to the Class M-5
Certificates, sixth to the Class M-6
Certificates, seventh to the Class M-7
Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9
Certificates, tenth to the Class B-1
Certificates and eleventh to the Class B-2
Certificates;


 


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(g)                                 to
the Mezzanine Certificates and the Class B Certificates, up to the amount
of any related Unpaid Interest Shortfall Amount for such Classes remaining
unpaid after giving effect to all other distributions pursuant to this Section 4.01,
allocated among the Mezzanine Certificates and the Class B Certificates in
the following order of priority:  first to the Class M-1 Certificates, second to the Class M-2 Certificates,
third to the Class M-3
Certificates, fourth to the Class M-4
Certificates, fifth to the Class M-5
Certificates, sixth to the Class M-6
Certificates, seventh to the Class M-7
Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9
Certificates, tenth to the Class B-1
Certificates and eleventh to the Class B-2
Certificates;


 


(h)                                 concurrently,
to the Class A Certificates, up to the amount of the related Net WAC Rate
Carryover Amount remaining unpaid after giving effect to all other
distributions pursuant to this Section 4.01, allocated among the Class A
Certificates, pro rata, based on
their unpaid Net WAC Rate Carryover Amounts;


 


(i)                                     to
the Mezzanine Certificates and the Class B Certificates, up to the amount
of the related Net WAC Rate Carryover Amount remaining unpaid after giving
effect to all other distributions pursuant to this Section 4.01, in the
following order of priority:  first to the Class M-1 Certificates, second to the Class M-2 Certificates,
third to the Class M-3
Certificates, fourth to the Class M-4
Certificates, fifth to the Class M-5
Certificates, sixth to the Class M-6
Certificates, seventh to the Class M-7
Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9
Certificates, tenth to the Class B-1
Certificates and eleventh to the Class B-2
Certificates;


 


(j)                                     to
the Mezzanine Certificates and the Class B Certificates, up to the amount
of the related Allocated Realized Loss Amount remaining unpaid after giving
effect to all other distributions pursuant to this Section 4.01, in the
following order of priority:  first to the Class M-1 Certificates, second to the Class M-2 Certificates,
third to the Class M-3
Certificates, fourth to the Class M-4
Certificates, fifth to the Class M-5
Certificates, sixth to the Class M-6
Certificates, seventh to the Class M-7
Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9
Certificates, tenth to the Class B-1
Certificates and eleventh to the Class B-2
Certificates;


 


(k)                                  to
the Supplemental Interest Account, for payment to the Swap Counterparty, any
unpaid Swap Fee Amount, Gross Swap Reimbursement Amount and Swap Termination
Payment payable


 


149





















 


by the Trust (including any amount remaining unpaid
from prior Distribution Dates) (only if the Swap Counterparty is the Defaulting
Party or the sole Affected Party (each as defined in the Swap Agreement)) to
the extent not paid with Net Monthly Excess Cashflow on such Distribution Date;


 


(l)                                     concurrently,
to the Class A Certificates, up to the amount of the related Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls remaining unpaid after
giving effect to all other distributions pursuant to this Section 4.01,
allocated among the Class A Certificates, pro
rata, based on their unpaid Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls;


 


(m)                               to
the Mezzanine Certificates and the Class B Certificates, up to the amount
of the related Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls remaining unpaid after giving effect to all other distributions
pursuant to this Section 4.01, in the following order of priority:  first to
the Class M-1 Certificates, second to
the Class M-2 Certificates, third to
the Class M-3 Certificates, fourth to
the Class M-4 Certificates, fifth to
the Class M-5 Certificates, sixth to
the Class M-6 Certificates, seventh to
the Class M-7 Certificates, eighth to
the Class M-8 Certificates, ninth
to the Class M-9 Certificates, tenth
to the Class B-1 Certificates and eleventh
to the Class B-2 Certificates; and


 


(n)                                 to
the Class C Certificates, any remaining amount.


 


(iv)                              On
each Distribution Date, the Trustee shall withdraw from the Supplemental
Interest Account the amounts equal to the Swap Fee Amount and any Gross Swap
Reimbursement Amounts or Swap Reimbursement Amounts that are deposited in the
Supplemental Interest Account pursuant to this Section 4.01 with respect
to such Distribution Date and shall distribute such amounts to the Swap
Counterparty on such Distribution Date. 
On each Distribution Date, the Trustee shall withdraw from the Supplemental
Interest Account the Swap Counterparty Payment deposited therein by the Swap
Counterparty and shall distribute it to the Class II-A2A Certificates in
respect of interest.


 


(v)                                 On
each Distribution Date, all amounts representing Prepayment Charges in respect
of the Mortgage Loans received during the related Prepayment Period shall be
withdrawn from the Distribution Account and distributed by the Trustee to the Class P
Interest, and shall not be available for distribution to any other Class of
Certificates.  On each Distribution Date,
all amounts representing any Master Servicer Prepayment Charge Payment Amounts
paid by or collected by the Master Servicer during the related Prepayment
Period shall be withdrawn from the Distribution Account and distributed by the
Trustee to the Class P Interest, and shall not be available for
distribution to any other Class of


 


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Certificates.  The payment of the foregoing amounts in
respect of such Regular Interests shall not reduce the Uncertificated Principal
Balance thereof.


 


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


 


(f)                                    All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective
Percentage Interests.  Payments in
respect of each Class of Certificates on each Distribution Date will be
made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in this Section 4.01 or Section 9.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor, if
such Holder shall have so notified the Trustee in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date and is the registered owner of Certificates having an initial aggregate
Certificate Principal Balance or Notional Amount that is in excess of the
lesser of (i) $5,000,000 or (ii) two-thirds of the Original Class Certificate
Principal Balance or Original Class Notional Amount of such Class of
Certificates, or otherwise by check mailed by first class mail to the address
of such Holder appearing in the Certificate Register.  The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the Corporate Trust Office of the Trustee or such other location
specified in the notice to Certificateholders of such final distribution.  Payments to the Class I-A4 Insurer shall
be made by wire transfer of immediately available funds to the following
account, unless the Class I-A4 Insurer notifies the Trustee in writing:
Account Name: MBIA Insurance Corporation, Account Number: 910-2-721728, Bank -
JPMorgan Chase Bank, ABA Number 021-000-021, Re: LBMC 2005-WL3 - Policy 47295 Class I-A4.


 


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.


 


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


 


(h)                                 Except
as otherwise provided in Section 9.01, whenever the Trustee expects that
the final distribution with respect to any Class of Certificates shall be
made on the next Distribution Date, the Trustee shall, no later than three (3) days
before the related Distribution Date, mail to the NIMS Insurer, the Class I-A4
Insurer and each Holder on such date of such Class of Certificates a
notice to the effect that:


 


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


 


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


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trustee and credited to the account of the appropriate non-tendering Holder or
Holders.  If any Certificates as to which
notice has been given pursuant to this Section 4.01(h) shall not have
been surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect
thereto.  If within one year after the
second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to the remaining non-tendering Certificateholders concerning surrender
of their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. 
The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining in
such trust fund.  If within one year
after the final notice any such Certificates shall not have been surrendered
for cancellation, any Class I-A4 Reimbursement Amounts shall be reimbursed
to the Class I-A4 Insurer to the extent not previously reimbursed and the
Trustee shall pay to Credit Suisse First Boston LLC and WaMu Capital Corp.,
equally, all such other remaining amounts, and all rights of non-tendering Certificateholders
in or to such amounts shall thereupon cease. 
No interest shall accrue or be payable to any Certificateholder on any
amount held in trust by the Trustee as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(h).


 


(i)                                     Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate
Principal Balance of a Mezzanine Certificate or 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


 


152





















 


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


 


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


 


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 “NIMS Preference Claim”) of any
distribution made with respect to the Class C Certificates or the Class P
Certificates.  Each Holder of the Class C
Certificates or the Class P Certificates, by its purchase of such
Certificates, the Master Servicer and the Trustee hereby agree that the NIMS
Insurer may at any time during the continuation of any proceeding relating to a
NIMS Preference Claim direct all matters relating to such NIMS Preference
Claim, including, without limitation, (i) the direction of any appeal of
any order relating to such NIMS 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 NIMS 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 NIMS
Preference Claim; provided, however, that the NIMS Insurer will not have any
rights with respect to any NIMS 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, the Trustee shall prepare and make available to each
Holder of the Regular Certificates, the Master Servicer, the Class I-A4
Insurer, the NIMS Insurer, the indenture trustee under the Indenture and the
Rating Agencies, and two Business


 


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Days prior to each
Distribution Date, the Trustee shall prepare and make available to the Swap
Counterparty and any designee of the Swap Counterparty, a statement by
electronic medium (as set forth in the penultimate paragraph of this Section 4.03(a)),
based on information provided to the Trustee by the Master Servicer, the Cap
Provider or the Swap Counterparty as to the distributions made on such
Distribution Date:


 


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


 


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


 


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


 


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


 


(v)                                 the
Group I Interest Remittance Amount and the Group II Interest Remittance Amount
and the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount for such Distribution Date;


 


(vi)                              the
aggregate 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 aggregate Stated
Principal Balance of the Group I Mortgage Loans, the Group II Mortgage Loans
and all 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, 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


 


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day of the preceding
calendar month provided, however that any aggregate unpaid principal balance of
Mortgage Loans shall be reported as of the last day of the related Due Period, (d) as
to which foreclosure proceedings have been commenced and (e) with respect
to which the related Mortgagor has filed for protection under applicable
bankruptcy laws, with respect to whom bankruptcy proceedings are pending or
with respect to whom bankruptcy protection is in force;


 


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


 


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


 


(xii)                             by Loan Group and in the
aggregate, the aggregate amount of Principal Prepayments made during the
related Prepayment Period;


 


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


 


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


 


(xv)                            the
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class C Certificates,
after giving effect to the distributions made on such Distribution Date
(separately identifying any reduction thereof due to the receipt of Insured
Payments in respect of principal in the case of the Class I-A4
Certificates), 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, 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;


 


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


 


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


 


(xx)                              the
Trustee Fee on such Distribution Date;


 


(xxi)                           whether a Stepdown Date, a
Trigger Event, a Sequential Trigger Event or a Group II Sequential Trigger
Event has occurred;


 


(xxii)                        the Available Funds;


 


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


 


(xxiv)                    by Loan Group and in the aggregate,
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;


 


(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;


 


(xxx)                         the amount of Subsequent
Recoveries and Gross Subsequent Recoveries for the related Prepayment Period
and the cumulative amount of


 


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Subsequent Recoveries and
Gross Subsequent Recoveries in the aggregate and for each of Loan Group I and
Loan Group II;


 


(xxxi)                      the Swap Counterparty Payment, the
Swap Fee Amount, the unpaid Swap Termination Payment payable by the Trust, the
unpaid Swap Termination Payment payable by the Swap Counterparty, the Swap
Termination Payment payable by the Trust paid on such Distribution Date, the
Swap Termination Payment payable by the Swap Counterparty paid on such
Distribution Date and the Swap Reimbursement Amount for such Distribution Date
and any unpaid Gross Swap Reimbursement Amount and Swap Fee Amounts from prior
Distribution Dates;


 


(xxxii)                   the Group I Final Maturity Reserve
Amount, the Group II Final Maturity Reserve Amount, the Aggregate Final
Maturity Reserve Amount and the aggregate amount on deposit in the Final
Maturity Reserve Account for such Distribution Date and on the earlier of the
Distribution Date in November 2035 and the termination of the Trust Fund,
the amount distributed to each Class of the Certificates from the Final
Maturity Reserve Account;


 


(xxxiii)                with respect to each Mortgage Loan
prepaid in full or in part during the related Prepayment Period, whether the
Prepayment Charge is required with respect to such Mortgage Loan, the amount of
such Prepayment Charge and the amount actually collected with respect to such
Prepayment Charge;


 


(xxxiv)               the amount of any draw to be made on the
Class I-A4  Policy for such
Distribution Date; and


 


(xxxv)                  all amounts paid to the Class I-A4
Insurer in respect of the Class I-A4 Premiums and in respect of the Class I-A4
Reimbursement Amount for such Distribution Date.


 


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 Class I-A4 Insurer, the NIMS
Insurer, the Cap Provider, the Swap Counterparty 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.


 


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(b)                                 Within
a reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to the Class I-A4 Insurer and each
Person who at any time during the calendar year was a Certificateholder of a
Regular Certificate, if requested in writing by the Class I-A4 Insurer or
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 December 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 Class I-A4 Insurer, the NIMS Insurer
and the Trustee by telecopy or electronic mail (or by such other means as the
Master Servicer, the Class I-A4 Insurer, 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


 


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by Section 4.03.  The Trustee shall not be responsible to
recompute, recalculate or verify any information provided to it by the Master
Servicer.


 


(b)                                 The
amount of Advances to be made by the Master Servicer for any Distribution Date
shall equal, subject to Section 4.04(d), the sum of (i) the aggregate
amount of Monthly Payments (with each interest portion thereof net of the
related Servicing Fee), due on the related Due Date in respect of the Mortgage
Loans, which Monthly Payments were delinquent as of the close of business on
the related Determination Date, plus (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the Monthly Payments (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due Date in respect
of the related Mortgage Loans, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date.


 


On or before 3:00 p.m.
New York time on the Master Servicer Remittance Date, the Master Servicer shall
remit in immediately available funds to the Trustee for deposit in the
Distribution Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans and REO Properties for the
related Distribution Date either (i) from its own funds or (ii) from
the Collection Account, to the extent of funds held therein for future
distribution (in which case, it will cause to be made an appropriate entry in
the records of Collection Account that amounts held for future distribution
have been, as permitted by this Section 4.04, used by the Master Servicer
in discharge of any such Advance) or (iii) in the form of any combination
of (i) and (ii) aggregating the total amount of Advances to be made
by the Master Servicer with respect to the Mortgage Loans and REO
Properties.  Any amounts held for future
distribution and so used shall be appropriately reflected in the Master
Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before any future Master Servicer Remittance Date to the extent
that the Available Funds for the related Distribution Date (determined without
regard to Advances to be made on the Master Servicer Remittance Date) shall be
less than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 on such Distribution Date if
such amounts held for future distributions had not been so used to make
Advances.  The Trustee will provide
notice to the Class I-A4 Insurer, 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


 


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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 Class I-A4 Insurer, the NIMS Insurer, the Depositor and the Trustee.


 


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, the Group II Interest Remittance Amount, the Group I
Principal Remittance Amount and the Group II Principal Remittance Amount, in
the following order of priority, to be distributed by REMIC 1 to REMIC 2 on
account of the REMIC 1 Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in
respect of the Class R-1 Interest), as the case may be:


 


(i)                                     first,
to the Holders of REMIC 1 Regular Interests A, G1-A, G1-B, G2-A, G2-B and P, pro rata, an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates.


 


(ii)                                  second,
to the Holders of REMIC 1 Regular Interests G1-A, G1-B, G2-A and G2-B in such a
manner as to keep: (A) the Uncertificated Principal Balance of REMIC 1
Regular Interest G1-A equal to 1/10 the aggregate Certificate Principal Balance
of the Group I Senior Certificates; (B) the Uncertificated Principal
Balance of REMIC 1 Regular Interest G1-B equal to 1/10 the Group I Subordinate
Amount; (C) the Uncertificated Principal Balance of REMIC 1 Regular
Interest G2-A equal to 1/10 the aggregate Certificate Principal Balance of the
Group II Senior Certificates; and (D) the Uncertificated Principal Balance
of REMIC 1 Regular Interest G2-B equal to 1/10 the Group II Subordinate Amount;
and


 


(iii)                               then, to the Holders of
REMIC 1 Regular Interests A and P, in that order, in each case until the
Uncertificated Principal Balances of such REMIC 1 Regular Interests have been
reduced to zero; and


 


(iv)                              thereafter,
to the Holders of the Class R Certificates in respect of the Class R-1
Interest.


 


(b)                                 On
each Distribution Date, the Trustee shall cause the sum of the Group I Interest
Remittance Amount, the Group II Interest Remittance Amount, the Group I
Principal Remittance Amount and the Group II Principal Remittance Amount, in
the following order of priority, to be distributed by REMIC 2 to REMIC 3 on
account of the REMIC 2 Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in
respect of the Class R-2 Interest), as the case may be:


 


(i)                                     first,
to the Holders of REMIC 2 Regular Interest FMR IO, an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC 1


 


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Regular Interest for such Distribution Date plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates;


 


(ii)                                  second,
to the Holders of REMIC 2 Regular Interests A, G1-SR, G2-SR, SUB-A, Swap, and
P, pro rata, an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates;


 


(iii)                               third, to the Holders of
REMIC 2 Regular Interests G1-SR, G2-SR, SUB-A, and Swap in such a manner as to
keep: (A) the Uncertificated Principal Balance of REMIC 2 Regular Interest
G1-SR equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest
G1-A; (B) the Uncertificated Principal Balance of REMIC 2 Regular Interest
G2-SR equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest
G2-A; (C) the Uncertificated Principal Balance of REMIC 2 Regular Interest
Swap equal to 1/10 the Certificate Balance of the Class II-A2A
Certificates; and (D) the Uncertificated Principal Balance of REMIC 2
Regular Interest SUB-A equal to the excess of (x) 1/10 of the sum of the Group
I Subordinate Amount and the Group II Subordinate Amount over (y) the
Uncertificated Principal Balance of REMIC 2 Regular Interest Swap; in each case
until the Uncertificated Principal Balances of such REMIC 2 Regular Interests
have been reduced to zero; and


 


(iii)                               then, to the Holders of
REMIC 2 Regular Interests A and P, in that order, in each case until the
Uncertificated Principal Balances of such REMIC 2 Regular Interests have been
reduced to zero; and


 


(iv)                              thereafter,
to the Holders of the Class R Certificates in respect of the Class R-2
Interest.


 


(c)                                  On
each Distribution Date, the Trustee shall cause the sum of the Group I Interest
Remittance Amount, the Group II Interest Remittance Amount, the Group I
Principal Remittance Amount and the Group II Principal Remittance Amount, in
the following order of priority, to be distributed by REMIC 3 to REMIC 4 on
account of the REMIC 3 Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in
respect of the Class R-3 Interest), as the case may be:


 


(i)                                     first,
to the Holders of REMIC 3 Regular Interests FMR IO and Swap IO an amount equal
to (A) the Uncertificated Accrued Interest for each such REMIC 3 Regular
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates;


 


(ii)                                  second,
to the Holders of REMIC 3 Regular Interests AA, IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B, IIA3,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2 and ZZ, pro rata, an amount equal to (A) the Uncertificated
Accrued Interest for each such REMIC 3 Regular Interest for such Distribution
Date, plus


 


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(B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates. 
Amounts payable as Uncertificated Accrued Interest in respect of REMIC 3
Regular Interest ZZ shall be reduced and deferred when the REMIC 3
Overcollateralized Amount is less than the REMIC 3 Overcollateralization Target
Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
ZZ Uncertificated Accrued Interest Deferral Amount and such amount will be
payable to the Holders of REMIC 3 Regular Interests IA1, IA2, IA3, IA4, IIA1, IIA2A,
IIA2B, IIA3, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1 and B2 and B3 in the same
proportion as the Extra Principal Distribution Amount is allocated to the
Corresponding Certificates;


 


(iii)                               third, to the Holders of
REMIC 3 Regular Interest 1GRP, 2GRP, SUB GRP, and XX, pro rata, in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates;


 


(iv)                              fourth,
an amount equal to 50% of the remainder of the Available Funds for such
Distribution Date after the distributions in clauses (i), (ii), and (iii) allocated
as follows:


 


(a)                                  98.00%
to the Holders of REMIC 3 Regular Interests AA and P, in that order, until the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced to
zero, provided, however, that REMIC 3 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 3 Regular Interest P, until $100 has been distributed pursuant to this
clause;


 


(b)                                 to
the Holders of REMIC 3 Regular Interests IA1, IA2, IA3, IA4, IIA1, IIA2A, IIA2B,
IIA3, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1 and B2, 1.00% of such remainder,
in the same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 3
Regular Interests are reduced to zero;


 


(c)                                  to
the Holders of REMIC 3 Regular Interest ZZ, 1.00% of such remainder, until the
Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to
zero; then


 


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


 


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(v)                                 fifth,
an amount equal to 50% of the remainder of the Available Funds for such
Distribution Date, after the distributions in clauses (i), (ii), and (iii) allocated
as follows:


 


(a)                                  first
to the Holders of REMIC 3 Regular Interest 1GRP, 2GRP, and SUB GRP in such a
manner as to keep the Uncertificated Principal Balance of each REMIC 3 Regular
Interest ending with the designation “GRP” equal to 1% of the aggregate
Certificate Principal Balances of the Senior Certificates in the related Loan
Group (determined as of the current Distribution Date), and the Uncertificated
Principal Balance of REMIC 3 Regular Interest SUB GRP equal to 1% of the sum of
the Group I Subordinate Amount and the Group II Subordinate Amount, as of the
current Distribution Date; and then to the Holder of REMIC 3 Regular Interest
XX, in each case until the Uncertificated Principal Balances of the REMIC 3
Regular Interests have been reduced to zero; and


 


(b)                                 any
remaining amount to the Holders of the Class R Certificates (in respect of
the Class R-1 Interest).


 


(d)                                 On
each Distribution Date, all amounts representing Prepayment Charges in respect
of the Mortgage Loans received during the related Prepayment Period will be
distributed by REMIC 1 to REMIC 2 in respect of the REMIC 1 Regular Interest P,
from REMIC 2 to REMIC 3 in respect of the REMIC 2 Regular Interest P, from
REMIC 3 to REMIC 4 in respect of REMIC 3 Regular Interest P, and from REMIC 4
to the Holders of REMIC 3 Regular Interest P. 
The payment of the foregoing amounts to the Holders of such REMIC
Regular Interest P shall not reduce the Uncertificated Principal Balances
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 Class I-A4 Insurer,
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


 


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Loss was incurred,
and (ii) in the case of all other Realized Losses, the Prepayment Period
during which any such Realized Loss was incurred.


 


(b)                                 If
on any Distribution Date after giving effect to all Realized Losses incurred
with respect to the Mortgage Loans during or prior to the related Due Period
and distributions of principal with respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates on such
Distribution Date, the Uncertificated Principal Balance of the Class C
Interest is equal to zero, Realized Losses equal to the Undercollateralized
Amount shall be allocated by the Trustee on such Distribution Date as
follows:  first, to the Class B-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class B-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, third, to the Class M-9
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, fourth, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, fifth, to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, sixth, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, seventh, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, eighth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, ninth, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, tenth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, and eleventh, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero.  All Realized Losses to be
allocated to the 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 Class B
Certificate on any Distribution Date shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated.  No allocations of any Realized Losses shall
be made to the Class A Certificates or the Class P Certificates.  Any Realized Losses that reduce the
distributions in respect of and/or the Uncertificated Principal Balance of the Class C
Interest, shall be allocated by the Trustee to reduce the distributions in
respect of and/or the Certificate Principal Balance of the Class C
Certificates.


 


(c)                                  (i)                                     Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to REMIC 1 Regular Interest A.  If the Uncertificated Principal Balance of
REMIC 1 Regular Interest A has been reduced to zero, Realized Losses on the
Mortgage Loans in any Loan Group shall be allocated to the REMIC 1 Regular
Interests related to such Loan Group in such a manner as to keep the
Uncertificated Principal Balances of the REMIC 1 Regular Interests with the
designation “-A” equal to 10% of the aggregate Certificate Principal Balance of
the Senior Certificates in such Loan Group, and to keep the


 


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Uncertificated
Principal Balances of the REMIC 1 Regular Interests with the designation “-B”
equal to 10% of the Subordinate Amount for such Loan Group.


 


(ii)                                  Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to REMIC 2 Regular Interest A.  If the Uncertificated Principal Balance of
REMIC 2 Regular Interest A has been reduced to zero, Realized Losses on the
Mortgage Loans in any Loan Group shall be allocated to the REMIC 2 Regular
Interests related to such Loan Group in such a manner as to keep the
Uncertificated Principal Balances of the REMIC 2 Regular Interests with the
designation “-SR” equal to 10% of the aggregate Certificate Principal Balance
of the Senior Certificates in such Loan Group, to keep the Uncertificated
Principal Balances of the REMIC 2 Regular Interest Swap equal to 10% of the
aggregate Certificate Principal Balance of the Class II-A2A Certificates,
and to keep the Uncertificated Principal Balance of REMIC 2 Regular Interest
SUB-A equal to the excess of (x) 10% of the sum of the Group I Subordinate
Amount and the Group II Subordinate Amount over (y) the Uncertificated
Principal Balance of REMIC 2 Regular Interest Swap.


 


(iii)                               50%
of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to the following REMIC 3 Regular Interests in the
specified percentages, as follows:


 


first,
to Uncertificated Accrued Interest payable to the REMIC 3 Regular Interests AA
and ZZ up to an aggregate amount equal to the REMIC 3 Interest Loss Allocation
Amount, 98% and 2%, respectively;


 


second,
to the Uncertificated Principal Balances of the REMIC 3 Regular Interests AA
and ZZ up to an aggregate amount equal to the REMIC 3 Principal Loss Allocation
Amount, 98% and 2%, respectively;


 


third,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  B2 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest B2 has
been reduced to zero;


 


fourth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  B1 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest B1 has
been reduced to zero;


 


fifth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M9 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M9 has
been reduced to zero;


 


sixth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M8 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M8 has
been reduced to zero;


 


seventh,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M7 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M7 has
been reduced to zero;


 


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eighth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M6 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M6 has
been reduced to zero;


 


ninth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M5 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M5 has
been reduced to zero;


 


tenth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M4 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M4 has
been reduced to zero;


 


eleventh,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M3 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M3 has
been reduced to zero;


 


twelfth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M2 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M2 has
been reduced to zero; and


 


thirteenth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest AA,  M1 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest M1 has
been reduced to zero.


 


(iv)                              50%
of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to REMIC 3 Regular Interest 1GRP, 2GRP, SUB GRP, and
XX, as follows:


 


after
all distributions have been made on such Distribution Date, Realized Losses
shall be applied in such a manner as to keep the Uncertificated Principal
Balance of each REMIC 3 Regular Interest ending with the designation “GRP”
equal to 1% of the aggregate Certificate Principal Balances of the Senior
Certificates in the related Loan Group (determined as of the current
Distribution Date), and the Uncertificated Principal Balance of REMIC 3 Regular
Interest SUB GRP equal to 1% of the sum of the Group I Subordinate Amount and
the Group II Subordinate Amount; and then to REMIC 3 Regular Interest XX.


 


(d)                                 If
on any Distribution Date Allocated Realized Loss Amounts are to be reinstated
due to Subsequent Recoveries, the Allocated Realized Loss Amounts shall be
reinstated by the Trustee on such Distribution Date to increase the Certificate
Principal Balances of the Mezzanine Certificates and the Class B
Certificates in the following order of priority, in each case until the related
Allocated Realized Loss Amount has been reduced to zero:  first,
to the Class M-1 Certificates, second to
the Class M-2 Certificates, third
to the Class M-3 Certificates, fourth to
the Class M-4 Certificates, fifth
to the Class M-5 Certificates, sixth
to the Class M-6 Certificates, seventh
to the Class M-7 Certificates, eighth
to the Class M-8 Certificates, ninth to
the Class M-9 Certificates, tenth to
the Class B-1 Certificates and eleventh
to the Class B-2 Certificates. 
All Subsequent Recoveries to be allocated to the Mezzanine Certificates
or the Class B Certificates on any Distribution Date shall be so allocated
after the


 


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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, the amount of such Subsequent Recoveries shall be allocated
among the REMIC 1 Regular Interests first in such a manner as to maintain the
Uncertificated Balances of the REMIC 1 Regular Interests in the manner
described in Section 4.06(c)(i) and then shall be allocated to REMIC
1 Regular Interest A.


 


(ii)                                  If
on any Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period, the amount of such Subsequent Recoveries shall be allocated
among the REMIC 2 Regular Interests first in such a manner as to maintain the
Uncertificated Balances of the REMIC 2 Regular Interests in the manner
described in Section 4.06(c)(ii) and then shall be allocated to REMIC
2 Regular Interest A.


 


(iii)                               If
on any Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period, the amount of such Subsequent Recoveries shall be allocated
among the REMIC 1 Regular Interests as follows:


 


(i)                                     50%
of the Subsequent Recoveries from all Loan Groups shall be allocated among the
REMIC 3 Regular Interests in the same proportions and amounts, but in the
reverse order, as Realized Losses were allocated under Section 4.06(c)(iii).


 


(ii)                                  50%
of the Subsequent Recoveries from all Loan Groups shall be allocated in the
same proportions, but in reverse order, as the Realized Losses were allocated
under Section 4.06(c)(iv).


 


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.


 


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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.


 


Section 4.09                                Supplemental
Interest Account.


 


(a)                                  On
the Closing Date, the Trustee shall establish and maintain in its name, a
separate non-interest bearing account for the benefit of the Holders of the Class II-A2A
Certificates (the “Supplemental Interest Account”), into which the Depositor
shall initially deposit $1,000.  The Supplemental
Interest Account shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the Trustee held
pursuant to this Agreement.


 


(b)                                 The
Trustee shall deposit, to the extent of available funds, into the Supplemental
Interest Account any amounts required to be paid by the Trust for payment to
the Supplemental Interest Account pursuant to Section 4.01 and shall
distribute from the Supplemental Interest Account any such amounts to the Swap
Counterparty as required by Section 4.01(d)(iv).  The Trustee shall deposit into the
Supplemental Interest Account any


 


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amounts received
from the Swap Counterparty and shall distribute from the Supplemental Interest
Account any such amounts to the Holders of the Class II-A2A Certificates
as required pursuant to Section 4.01(d)(iv).


 


(c)                                  Funds
in the Supplemental Interest Account shall be invested in Eligible
Investments.  The Class C
Certificates shall evidence ownership of the Supplemental Interest Account for
federal income tax purposes and the Holders of the majority of the Percentage
Interest thereof shall direct the Trustee, in writing, as to investment of
amounts on deposit therein.  In the
absence of written instructions from the Holders of the Class C
Certificates as to investment of funds on deposit in the Supplemental Interest
Account, such funds 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.


 


(d)                                 Upon
termination of the Trust Fund, any amounts remaining in the Supplemental
Interest Account shall be distributed pursuant to the priorities set forth in Section 4.01(d)(iii).


 


Section 4.10                                Final
Maturity Reserve Account.


 


(a)                                  On the Closing Date, the Trustee
shall establish and maintain in its name, a separate non-interest bearing
account for the benefit of the Holders of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C
Certificates and the Class I-A4 Insurer (the “Final Maturity Reserve
Account”), into which the Depositor shall initially deposit $1,000.  The Final Maturity Reserve Account shall be
an Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including,
without limitation, other moneys of the Trustee held pursuant to this Agreement.  Funds on deposit in the Final Maturity
Reserve Account shall be held by the Trustee uninvested.


 


(b)                                 The Trustee shall deposit into the
Final Maturity Reserve Account any Group I Final Maturity Reserve Amount, Group
II Final Maturity Reserve Amount and the Supplemental Final Maturity Reserve
Amount pursuant to Section 4.01. 
The Trustee shall distribute the funds in the Final Maturity Reserve
Account pursuant to Section 4.01(d)(iii).


 


(c)                                  The Class C Certificates shall
evidence ownership of the Final Maturity Reserve Account for federal income tax
purposes.


 


(d)                                 Upon termination of the Trust Fund,
any amounts in the Final Maturity Reserve Account shall be distributed pursuant
to the priorities in Section 4.01(d)(iii).


 


(e)                                  For federal income tax purposes, any
Certificateholder that receives a principal payment from the Final Maturity
Reserve Account shall be treated as selling a portion of its Certificate to the
Holder of the Class C Certificates and as having received the amount of
the principal payment from the Holder of the Class C Certificates as the
proceeds of the sale.  The portion of the
Certificate that is treated as having been sold shall equal the amount of the
corresponding reduction in the Certificate Principal Balance of such Certificate.  Principal payments received from the Final
Maturity Reserve Account shall not be treated as distributions


 


169





















 


from any
REMIC created hereby.  All principal
distributions from the Final Maturity Reserve Account shall be accounted for
hereunder in accordance with this Section 4.10(e).


 


Section 4.11                                Class I-A4
Policy; Rights of the Class I-A4 Insurer.


 


(a)                                  If, on the second Business Day
before any Distribution Date, the Trustee determines that the amounts available
for such Distribution Date distributable to the Holders of the Class I-A4
Certificates pursuant to Section 4.01 will be insufficient to pay the
related Required Distributions due on such Distribution Date, the Trustee shall
determine the amount of any such deficiency and shall give notice to the Class I-A4
Insurer and the Fiscal Agent, if any, by telephone or telecopy of the amount of
such deficiency, confirmed in writing by notice substantially in the form of Exhibit A
to the Class I-A4 Policy, by 12:00 p.m., New York City time on such
second Business Day.  The Trustee’s
responsibility for delivering the notice to the Class I-A4 Insurer as
provided in the preceding sentence is limited to the availability, timeliness
and accuracy of the information provided by the Master Servicer.


 


(b)                                 In the event the Trustee receives a
certified copy of an order of the appropriate court that any scheduled payment
of principal or interest on a Class I-A4 Certificate has been voided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall (i) promptly notify the Class I-A4 Insurer and the
Fiscal Agent, if any, and (ii) comply with the provisions of the Class I-A4
Policy, to obtain payment by the Class I-A4 Insurer of such voided
scheduled payment.  In addition, the
Trustee shall mail notice to all Holders of the Class I-A4 Certificates so
affected that, in the event that any such Holder’s scheduled payment is so
recovered, such Holder will be entitled to payment pursuant to the terms of the
Class I-A4 Policy, a copy of which shall be made available to such Holders
by the Trustee.  The Trustee shall
furnish to the Class I-A4 Insurer and the Fiscal Agent, if any, its
records listing the payments on the affected Class I-A4 Certificates, if
any, that have been made by the Trustee and subsequently recovered from the
affected Holders, and the dates on which such payments were made by the
Trustee.


 


(c)                                  At the time of the execution hereof,
and for the purposes hereof, the Trustee shall establish the Class I-A4
Policy Payments Account, a special purpose trust account in the name of the
Trustee for the benefit of Holders of the Class I-A4 Certificates, over
which the Trustee shall have exclusive control and sole right of
withdrawal.  The Class I-A4 Policy
Payments Account shall be an Eligible Account. 
The Trustee shall deposit any amount paid under the Class I-A4
Policy into the Class I-A4 Policy Payments Account and distribute such
amount only for the purposes of making the payments to Holders of the Class I-A4
Certificates, in respect of the related Insured Payment for which the related
claim was made under the Class I-A4 Policy.  Such amounts shall be allocated by the
Trustee to Holders of the Class I-A4 Certificates affected by such
shortfalls in the same manner as principal and interest payments are to be
allocated with respect to such Certificates pursuant to Section 4.01.  It shall not be necessary for such payments
to be made by checks or wire transfers separated from the checks or wire
transfers used to make regular payments hereunder with funds withdrawn from the
Distribution Account.  However, any
payments made on the Class I-A4 Certificates from funds in the Class I-A4
Policy Payments Account shall be noted as provided in Section 4.11(e).  Funds held in the Class I-A4 Policy
Payments Account shall not be invested by the Trustee.


 


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(d)                                 Any funds received from the Class I-A4
Insurer for deposit into the Class I-A4 Policy Payments Account pursuant
to the Class I-A4 Policy in respect of a Distribution Date or otherwise as
a result of any claim under the Class I-A4 Policy shall be applied by the
Trustee directly to the payment in full (i) of the related Required
Distributions due on such Distribution Date on the Class I-A4 Certificates
or (ii) of other amounts payable under the Class I-A4 Policy.  Funds received by the Trustee as a result of
any claim under the Class I-A4 Policy shall be used solely for payment to
the Holders of the Class I-A4 Certificates and may not be applied for any
other purpose, including, without limitation, satisfaction of any costs,
expenses or liabilities of the Trustee, the Master Servicer, the Depositor, the
Seller or the Trust Fund.  Any funds
remaining in the Class I-A4 Policy Payments Account on the first Business
Day after each Distribution Date shall be remitted promptly to the Class I-A4
Insurer in accordance with the instructions set forth in Section 4.01(f).


 


(e)                                  The Trustee shall keep complete and
accurate records in respect of (i) all funds remitted to it by the Class I
A4 Insurer and deposited into the Class I-A4 Policy Payments Account and (ii) the
allocation of such funds to (A) payments of interest on and principal in
respect of any of the Class I-A4 Certificates and (B) the amount of
funds available to make distributions on the Class I-A4 Certificates
pursuant to Section 4.01.  The Class I-A4
Insurer shall have the right to inspect such records at reasonable times during
normal business hours upon two Business Days’ prior notice to the Trustee.


 


(f)                                    The Trustee acknowledges, and each
Holder of a Class I-A4 Certificate by its acceptance of the Class I-A4
Certificate agrees, that, without the need for any further action on the part
of the Class I-A4 Insurer or the Trustee, to the extent the Class I-A4
Insurer makes payments, directly or indirectly, on account of principal of or
interest on any Class I-A4 Certificates, the Class I-A4 Insurer will
be fully subrogated to the rights of the Holders of such Class I-A4 Certificates
to receive such principal and interest from the Trust Fund.  The Holders of the Class I-A4
Certificates, by acceptance of the Class I-A4 Certificates, assign their
rights as Holders of the Class I-A4 Certificates to the extent of the Class I-A4
Insurer’s interest with respect to amounts paid under the Class I-A4
Policy.  Anything herein to the contrary
notwithstanding, solely for purposes of determining the Class I-A4 Insurer’s
rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01,
any payment with respect to distributions to the Class I-A4 Certificates
which is made with funds received pursuant to the terms of the Class I-A4
Policy shall not be considered payment of the Class I-A4 Certificates from
the Trust Fund and shall not result in the distribution or the provision for
the distribution in reduction of the Certificate Principal Balance of the Class I-A4
Certificates within the meaning of Article IV.


 


(g)                                 Upon its becoming aware of the
occurrence of a Master Servicer Event of Default, the Trustee shall promptly
notify the Class I-A4 Insurer of such Master Servicer Event of Default.


 


(h)                                 The Trustee shall promptly notify
the Class I-A4 Insurer of either of the following as to which it has
actual knowledge: (A) the commencement of any proceeding by or against the
Depositor commenced under the United States bankruptcy code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(an “Insolvency Proceeding”) and (B) the making of any claim in connection
with any Insolvency Proceeding


 


171





















 


seeking
the avoidance as a preferential transfer (a “Preference Claim”) of any
distribution made with respect to the Class I-A4 Certificates as to which
it has actual knowledge.  Each Holder of
a Class I-A4 Certificate, by its purchase of Class I-A4 Certificates,
and the Trustee hereby agrees that the Class I-A4 Insurer (so long as no Class I-A4
Insurer Default exists) 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 any 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 Class I-A4 Insurer shall be subrogated to the rights of the
Trustee and each Holder of a Class I-A4 Certificate in the conduct of any
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.


 


(i)                                     The Master Servicer shall designate
a Class I-A4 Insurer Contact Person who shall be available to the Class I-A4
Insurer to provide reasonable access to information regarding the Mortgage
Loans to the extent the Class I-A4 Insurer has rights to access
information pursuant to the terms of this Agreement or the Insurance Agreement.  The initial Class I-A4 Insurer Contact
Person is to the attention of Capital Markets.


 


(j)                                     On the date upon which the
Certificate Principal Balance of the Class I-A4 Certificates has been
reduced to zero and all Insured Payments have been made, the Trustee shall
surrender the Class I-A4 Policy to the Class I-A4 Insurer for
cancellation.


 


(k)                                  [Reserved.]


 


(l)                                     For so long as no Class I-A4
Insurer Default shall have occurred and be continuing, each Holder of a Class I-A4
Certificate agrees that the Class I-A4 Insurer shall be treated by the
Depositor, the Master Servicer and the Trustee as if the Class I-A4
Insurer were the Holder of all of the Class I-A4 Certificates, for the
purpose (and solely for the purpose) of the giving of any consent, the making
of any direction or the exercise of any voting or other control rights
otherwise given to the Holders of the Class I-A4 Certificates hereunder,
including without limitation:  (i) the
right to give notices of breach or to direct the Trustee to terminate the
rights and obligations of the Master Servicer; (ii) the right to direct
the actions of the Trustee during the continuance of a Master Servicer Event of
Default; (iii) the right to consent to or direct any waivers of Master
Servicer Events of Default and (iv) the right to remove the Trustee.  The Holders of the Class I-A4
Certificates may not exercise such rights without the prior written consent of
the Class I-A4 Insurer.


 


(m)                               With respect to this Section 4.11,
the terms “Receipt” and “Received” shall mean actual delivery to the Class I-A4
Insurer and the Fiscal Agent, if any, prior to 12:00 p.m., New York City
time, on a Business Day; delivery either on a day that is not a Business Day or
after 12:00 p.m., New York time, shall be deemed to be Receipt on the next
succeeding Business Day.  If any notice
or certificate given under the Class I-A4 Policy by the Trustee is not in
proper form or is not properly completed, executed or delivered, it shall be
deemed not to have been Received.  The Class I-A4
Insurer or the Fiscal Agent, if any, shall promptly so advise the Trustee and
the Trustee may submit an amended notice.


 


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(n)                                 All notices, statements, reports,
certificates or opinions required by this Agreement to be sent to the Rating Agencies
or the Holders of the Class I-A4 Certificates shall also be sent at such
time to the Class I-A4 Insurer at the notice address set forth in Section 11.05.


 


(o)                                 The Class I-A4 Insurer shall be
an express third party beneficiary of this Agreement for the purpose of
enforcing the provisions hereof to the extent of the Class I-A4 Insurer’s
rights explicitly specified herein as if a party hereto.


 


(p)                                 All references herein to the ratings
assigned to the Certificates and to the interests of any Certificateholders
shall be without regard to the Class I-A4 Policy, in the case of the Class I-A4
Certificates.  The Trustee shall hold the
Trust Fund and the Mortgage Files for the benefit of the Certificateholders and
the Class I-A4 Insurer and all references in this Agreement and in the
Certificates to the benefit of the Holders of the Class I-A4 Certificates
shall be deemed to include the Class I-A4 Insurer.  The Trustee shall cooperate in all reasonable
respects with any reasonable request by the Class I-A4 Insurer for action
to preserve or enforce the Class I-A4 Insurer’s rights or interests under
this Agreement and the Certificates.


 


(q)                                 The Depositor shall cause the Class I-A4
Insurer to deliver the Class I-A4 Policy to the Trustee.  The Trustee shall hold the Class I-A4
Policy in trust as agent for the Holders of the Class I-A4 Certificates
for the purpose of making claims thereon and distributing the proceeds
thereof.  Each Holder of the Class I-A4
Certificates, by accepting its Certificates, appoints the Trustee as
attorney-in-fact for the purpose of making claims on the Class I-A4
Policy.


 


(r)                                    Notwithstanding anything to the
contrary anywhere in this Agreement, all rights of the Class I-A4 Insurer,
except in the case of any right to indemnification hereunder, shall permanently
cease to be operable upon the latest to occur of (A) the date upon which
the Certificate Principal Balance of the Class I-A4 Certificates has been
reduced to zero and all Insured Payments have been made and (B) the
payment in full to the Class I-A4 Insurer of all amounts paid under the Class I-A4
Policy and any other amounts owing to the Class I-A4 Insurer under the
Insurance Agreement; provided that the Class I-A4 Insurer shall not have
any rights hereunder so long as any Class I-A4 Insurer Default has
occurred and is continuing; provided, further, however, that any rights of the Class I-A4
Insurer relating to payment (including reimbursements and payment of the Class I-A4
Premium), receipt of notices or reports, consent rights relating to amendments
to this Agreement that adversely affect in any respect the rights or interests
of the Class I-A4 Insurer or the Class I-A4 Certificates (without
giving effect to the Class I-A4 Policy) and consent rights in the last
sentence of Section 9.01(a) shall continue during any Class I-A4
Insurer Default.  Upon the cure of any Class I-A4
Insurer Default, all of the rights of the Class I-A4 Insurer shall be
automatically reinstated.


 


(s)                                  For federal income tax purposes, any
holder of a Class I-A4 Certificate that receives a principal payment from
the Class I-A4 Insurer on the Distribution Date in November 2035
shall be treated as selling a portion of its Certificate to the Class I-A4
Insurer and as having received the amount of the principal payment from the Class I-A4
Insurer as the proceeds of the sale.  The
portion of the Certificate that is treated as having been sold shall equal the
amount of the corresponding reduction in the Certificate Principal Balance of
such Certificate.  Principal payments
received from the Class I-A4 Insurer on or after the Distribution


 


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Date in November 2035
shall not be treated as distributions from any REMIC created hereby.  Principal payments from the Class I-A4
Insurer on or after the Distribution Date in November 2035 shall be
accounted for hereunder in accordance with this Section 4.11(s).


 


ARTICLE V



THE CERTIFICATES


 


Section 5.01                                The
Certificates.


 


(a)                                  The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in REMIC 1.


 


The Certificates will be
substantially in the forms annexed hereto as Exhibits A-1 through
A-24.  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


 


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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 Class I-A4 Insurer, 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,


 


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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


 


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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, the Trust Fund 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)                                  No
transfer of a Class A Certificate, Mezzanine Certificate or Class B
Certificate shall be made, unless the Trustee shall have received a representation
letter from the transferee of such Certificate, substantially in the form set
forth in Exhibit I, to the effect that either (i) such transferee is
neither a Plan nor a Person acting on behalf of any such Plan or using the
assets of any such Plan to effect such transfer or (ii) the acquisition
and holding of the Class A Certificate, the Mezzanine Certificate or the Class B
Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.  Notwithstanding anything else to the contrary
herein, any purported transfer of a Class A Certificate, Mezzanine
Certificate or Class B Certificate on behalf of a Plan without the
delivery to the Trustee of a representation letter as described above shall be
void and of no effect.  If the Class A
Certificate, the Mezzanine Certificate or the Class B Certificate is a
Book-Entry Certificate, the transferee will be deemed to have made a
representation as provided in clause (i) or (ii) of this paragraph,
as applicable.


 


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


 


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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.


 


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(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


 


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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.


 


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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, the Class I-A4 Insurer (in the
case of a Class I-A4 Certificate) and the NIMS Insurer (in the case of a Class C
Certificate or Class P Certificate) 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 Class I-A4 Insurer, the NIMS Insurer and any
agent of the Master Servicer, the Depositor, the Trustee, the Class I-A4
Insurer 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 Class I-A4 Insurer, 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


 


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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 (without giving effect to the Class I-A4 Policy), 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
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


 


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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, the Class I-A4 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 Class I-A4
Insurer or 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 (without
giving effect to the Class I-A4 Policy), 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 and the Class I-A4 Insurer. 
No resignation of the Master Servicer shall become effective until the
Trustee or a successor servicer reasonably acceptable to the NIMS Insurer and Class I-A4
Insurer shall have assumed the Master Servicer’s responsibilities, duties,
liabilities (other than those


 


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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, the Class I-A4 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 Class I-A4 Insurer, 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 Class I-A4
Insurer, 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 Class I-A4
Insurer, 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 Class I-A4
Insurer, 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 Class I-A4
Insurer 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


 


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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 or the Class I-A4 Insurer 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


 


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(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];
or


 


(vii)                           any failure of the Master
Servicer to make, or cause an Advancing Person to make, any Advance on any
Master Servicer Remittance Date required to be made from its own funds pursuant
to Section 4.04 which continues unremedied until 3:00 p.m. New York
time on the Business Day immediately following the Master Servicer Remittance
Date; or


 


(viii)                        the Master Servicer ceases to
be an approved seller or servicer of Fannie Mae.


 


If a Master Servicer
Event of Default described in clauses (i) through (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, the Class I-A4 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, the Class I-A4 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


 


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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


 


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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 and the Class I-A4
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


 


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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 or the Class I-A4 Insurer any payment required to be
made under the terms of this Agreement (for purposes of this Section 7.02(b),
a “Remittance”) because the Master Servicer is the subject of a proceeding
under the Bankruptcy Code and the making of such Remittance is prohibited by Section 362
of the Bankruptcy Code, the Trustee shall upon written notice of such
prohibition, regardless of whether it has received a notice of termination
under Section 7.01, shall be treated as though it had succeeded to the
Master Servicer and shall advance the amount of such Remittance by depositing
such amount in the Distribution Account on the related Distribution Date.  The Trustee shall be obligated to make such
advance only if (i) such advance, in the good faith judgment of the
Trustee can reasonably be expected to be ultimately recoverable from Stayed
Funds and (ii) the Trustee is not prohibited by law from making such
advance or obligating itself to do so. 
Upon remittance of the Stayed Funds to the Trustee or the deposit
thereof in the Distribution Account by the Master Servicer, a trustee in
bankruptcy or a federal bankruptcy court, the Trustee may recover the amount so
advanced, without interest, by withdrawing such amount from the Distribution
Account; however, nothing in this Agreement shall be deemed to affect the
Trustee’s rights to recover from the Master Servicer’s own funds interest on
the amount of any such advance.  If the
Trustee at any time makes an advance under this subsection which it later
determines in its good faith judgment will not be ultimately recoverable from
the Stayed Funds with respect to which such advance was made, the Trustee shall
be entitled to reimburse itself for such advance, without interest, by
withdrawing from the Distribution Account, out of amounts on deposit therein,
an amount equal to the portion of such advance attributable to the Stayed
Funds.


 


Section 7.03                                Notification
to Certificateholders.


 


(a)                                  Upon
any termination of the Master Servicer pursuant to Section 7.01 above or
any appointment of a successor to the Master Servicer pursuant to Section 7.02
above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to the Class I-A4 Insurer and 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, the Class I-A4 Insurer
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


 


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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
and the Class I-A4 Insurer.


 


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


 


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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 (including the Class I-A4 Insurer
exercising the rights of the Holders of the Class I-A4 Certificates),
pursuant to the provisions of this Agreement, unless the NIMS Insurer or such
Certificateholders (including the Class I-A4 Insurer exercising the rights
of the Holders of the Class I-A4 Certificates) 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;


 


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(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 (including the Class I-A4
Insurer exercising the rights of the Holders of the Class I-A4
Certificates); 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 (including the Class I-A4 Insurer exercising the rights
of the Holders of the Class I-A4 Certificates), the Trustee may require
reasonable indemnity against such expense, or liability from the NIMS Insurer
or such Certificateholders (including the Class I-A4 Insurer exercising
the rights of the Holders of the Class I-A4 Certificates) 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 or the Supplemental Interest Account at the direction of
the Master Servicer pursuant to Section 3.12 or the Holders of the
majority of the Percentage Interest in the Class C Certificates, pursuant
to Section 4.09, as applicable; 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


 


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benefit of all the
Holders of such Certificates and the Class I-A4 Insurer (if applicable),
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 the
Swap Agreement) 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


 


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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.


 


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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 Class I-A4 Insurer, the NIMS Insurer, the Depositor,
the Master Servicer and the Certificateholders. 
Upon receiving such notice of resignation, the Depositor shall with the Class I-A4
Insurer’s consent 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, the Class I-A4
Insurer and the Holders of Certificates entitled to at least 51% of the Voting
Rights.  A copy of such instrument shall
be delivered to the Certificateholders, the Class I-A4 Insurer 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, the Class I-A4
Insurer 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, the Class I-A4 Insurer
and 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, the Class I-A4 Insurer 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 Class I-A4 Insurer, 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


 


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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 (without giving effect to the Class I-A4 Policy) 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 the Class I-A4
Insurer, the Swap Counterparty and all Holders of Certificates at their
addresses as shown in the Certificate Register. 
If the Depositor fails to mail such notice within 10 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Depositor.


 


Section 8.09                                Merger
or Consolidation of Trustee.


 


Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation or association succeeding to the business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation or
association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section 8.10                                Appointment
of Co-Trustee or Separate Trustee.


 


Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of REMIC 1, or property securing the same
may at the time be located, the Master Servicer and the Trustee, acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee and the NIMS Insurer, to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC 1, and to vest in such Person or
Persons, in such capacity, such title to REMIC 1, or any part thereof and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable.  If the
Master Servicer shall not have joined in such appointment or the NIMS Insurer
shall not have approved such appointment within 15 days after the receipt by it
of a request so to do, or in case a Master Servicer Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment.  No co-trustee or separate
trustee hereunder shall be required to meet the


 


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terms of
eligibility as a successor trustee under Section 8.06 hereunder and no
notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.  If such appointment is at the request of the
Master Servicer then any expense of the Trustee shall be deemed a Servicing
Advance for all purpose of this Agreement, otherwise it will be an expense of
the Trustee and will be payable out of the Trustee’s funds.


 


In the case of any
appointment of a co-trustee or separate trustee pursuant to this Section 8.10
all rights, powers, duties and obligations conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed by the Trustee (whether as Trustee hereunder or as successor to
the Master Servicer hereunder), the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to REMIC 1, or any portion thereof
in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.


 


Any notice, request or
other writing given to the Trustee shall be deemed to have been given to each
of the then separate trustees and co-trustees, as effectively as if given to
each of them.  Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. 
Each separate trustee and co-trustee, upon its acceptance of the trust conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the
Trustee.


 


Any separate trustee or
co-trustee may, at any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its
behalf and in its name.  If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


Section 8.11                                Appointment
of Custodians.


 


The Trustee may, with the
consent of the Depositor and the Master Servicer, appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee, by entering into a Custodial Agreement.  The Trustee shall initially serve as the
Custodian and this Agreement shall serve as the Custodial Agreement.  The appointment of any Custodian may at any
time be terminated and a substitute Custodian appointed therefor upon the
reasonable request of the Master Servicer to the Trustee and the consent of the
NIMS Insurer, the consent to which shall not be unreasonably withheld.  The Trustee shall pay any and all fees and
expenses of any Custodian (other than the Washington Mutual Custodian) in
accordance with each Custodial Agreement. 
Subject to Article VIII hereof, the Trustee agrees to comply with
the terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders and the
Class I-A4 Insurer having an interest in any


 


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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 DB Services
Tennessee, 648 Grassmere Park Road, Nashville, TN 37211-3658, Attn:  Transfer Unit for such purpose.


 


Section 8.13                                Representations
and Warranties of the Trustee.


 


The Trustee hereby
represents and warrants to the Master Servicer, the Depositor and the Class I-A4
Insurer, 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


 


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binding obligation,
enforceable against it in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, receivership, reorganization, moratorium and other laws
affecting the enforcement of creditors’ rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.


 


ARTICLE IX



TERMINATION


 


Section 9.01                                Termination
Upon Purchase or Liquidation of All Mortgage Loans.


 


(a)                                  Subject
to Section 9.02, the respective obligations and responsibilities under
this Agreement of the Depositor, the Master Servicer and the Trustee (other
than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05
and of the Master Servicer to provide for and the Trustee to make payments in
respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3
Regular Interests, REMIC 4 Regular Interests and the Classes of Certificates as
hereinafter set forth) shall terminate upon the payment to the
Certificateholders and the deposit of all amounts held by or on behalf of the
Trustee and required hereunder to be so paid or deposited on the Distribution
Date coinciding with or following the earlier to occur of (i) the purchase
by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC 1 and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO
Property remaining in REMIC 1; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.  The purchase by the Terminator
of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a
price (the “Termination Price”) equal to (a) if the Terminator is the
Master Servicer, 100% of the aggregate Stated Principal Balance of all the
Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal
Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last paid
by the related Mortgagor or by an advance by the Master Servicer to but not
including the first day of the month in which such purchase is to be effected,
plus the appraised value of each REO Property, if any, included in REMIC 1,
such appraisal to be conducted by an appraiser selected by the Terminator in
its reasonable discretion and (b) if the Terminator is the Holder of a
majority of the Percentage Interest in the Class C Certificates or is the
NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC 1, plus the appraised value of each REO
Property, if any, included in REMIC 1, such appraisal to be conducted by an
appraiser selected by the Terminator in its reasonable discretion, and (B) the
aggregate fair market value of all of the assets of REMIC 1 (as determined by
the Terminator, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01),
and any additional amounts necessary to pay all interest accrued on, as well as
amounts necessary to pay in full the principal balance of, the NIM Notes and
any amounts necessary to reimburse the NIMS Insurer for all amounts paid under
the NIMs insurance policy and any other amounts reimbursable or otherwise
payable to


 


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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 any amounts
payable by the Trust to the Swap Counterparty pursuant to the Swap Agreement,
including any Swap Termination Payment payable by the Trust including any
interest on such Swap Termination Payment at the applicable rate set forth in
the Swap Agreement from the Early Termination Date until such Swap Termination
Payment is paid.  If a termination
pursuant to this Section 9.01(a) or Section 9.01(b) will
result in a claim under the Class I-A4 Policy or if any amount owed to the
Class I-A4 Insurer under the Insurance Agreement will not be fully
reimbursed after such termination, the consent of the Class I-A4 Insurer
shall be required prior to the Terminator exercising such option.


 


(b)                                 The
Holder of a majority of the Percentage Interest in the Class C
Certificates (except if such Holder is the Seller or any of its Affiliates)
shall have the right, and if the Holder of a majority of the Percentage
Interest in the Class C Certificates does not exercise such right, the
Master Servicer shall have the right and, if the Master Servicer does not
exercise such right, the NIMS Insurer, shall have the right (the party
exercising such right, the “Terminator”) to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC 1 pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates will be
retired; provided, however, that the Terminator may elect to purchase all of
the Mortgage Loans and each REO Property remaining in REMIC 1 pursuant to
clause (i) of the preceding paragraph only if the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund at the time of such election is equal to or less than 10% of the
Cut-off Date Principal Balance of the Closing Date Mortgage Loans.  Additionally, if the Terminator is the Master
Servicer, the Terminator may elect to purchase all of the Mortgage Loans and
each REO Property in REMIC 1 pursuant to clause (i) of the preceding
paragraph only if the Termination Price (A) is equal to or less than the
aggregate fair market value of all of the assets of REMIC 1 (as determined by
the Terminator, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 9.01(c)), (B) will result in
distributions on the Certificates sufficient (together with all amounts
received under the Indenture other than on account of the Certificates) to pay
all interest accrued on, as well as amounts necessary to pay in full the
principal balance of, the NIM Notes and any amounts necessary to reimburse the
NIMS Insurer for all amounts paid under the NIMs insurance policy and any other
amounts reimbursable or otherwise payable to the NIMS Insurer, in each case,
with interest thereon at the applicable rate set forth in the Indenture and to
the extent not previously reimbursed or paid (unless the NIMS Insurer consents
to a lesser Termination Price) and (C) will result in distributions to the
Swap Counterparty sufficient to pay in full all amounts payable by the Trust to
the Swap Counterparty pursuant to the Swap Agreement, including any Swap
Termination Payment payable by the Trust including any interest on such Swap
Termination Payment at the applicable rate set forth in the Swap Agreement from
the Early Termination Date until such Swap Termination Payment is paid.  If a termination pursuant to Section 9.01(a) or
this Section 9.01(b) will result in a claim under the Class I-A4
Policy or if any amount owed to the Class I-A4 Insurer under the Insurance
Agreement will not be fully reimbursed after such termination, the consent of
the Class I-A4 Insurer shall be required prior to the Terminator
exercising such option.  The Terminator
shall give notice to the Trustee and the Swap Counterparty of its election to
purchase all Mortgage


 


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Loans and REO
Properties remaining to REMIC 1 no later than four Business Days prior to the
related Determination Date in the month immediately preceding the Distribution
Date on which the Certificates will be retired; provided that the Terminator
may request a non-binding estimate of the Swap Termination Payment due upon the
exercise of the right of repurchase pursuant to this Section 9.01 prior to
such Determination Date.  By acceptance
of the Residual Certificates, the Holders of the Residual Certificates agree
for so long as any NIM Notes are outstanding, in connection with any
termination hereunder, to assign and transfer any amounts in excess of par, and
to the extent received in respect of such termination, to pay any such amounts
to the Holders of the Class C Certificates.


 


(c)                                  Notice
of the liquidation of the REMIC 1 Regular Interests shall be given promptly by
the Trustee by letter to Certificateholders and the Class I-A4 Insurer
mailed (a) in the event such notice is given in connection with the
purchase of the Mortgage Loans and each REO Property by the Terminator, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b) otherwise
during the month of such final distribution on or before the Determination Date
in such month, in each case specifying (i) the Distribution Date upon
which the Trust Fund will terminate and final payment in respect of the REMIC 1
Regular Interests and the related Certificates will be made upon presentation
and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no
interest shall accrue in respect of the REMIC 1 Regular Interests or the
related Certificates from and after the Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at the office of the
Trustee designated in such notice for purposes of such surrender.  The Trustee shall remit to the Master
Servicer from such funds deposited in the Distribution Account (i) any
amounts which the Master Servicer would be permitted to withdraw and retain
from the Collection Account pursuant to Section 3.11 and (ii) any
other amounts otherwise payable by the Trustee to the Master Servicer from
amounts on deposit in the Distribution Account pursuant to the terms of this
Agreement, in each case prior to making any final distributions pursuant to Section 9.01(d) below.  Upon certification to the Trustee by a
Servicing Representative of the making of such final deposit, the Trustee shall
promptly release or cause to be released to the Terminator the Mortgage Files
for the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.


 


(d)                                 Upon
presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of
the Certificates so presented and surrendered. 
Any funds not distributed to any Holder or Holders of Certificates being
retired on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held in
trust by the Trustee and credited to the account of the appropriate
non-tendering Holder or Holders.  If any
Certificates as to which notice has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the


 


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final distribution
with respect thereto.  If within one year
after the second notice all such Certificates shall not have been surrendered
for cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining related non-tendering Certificateholders concerning
surrender of their Certificates.  The
costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust
funds.  If within one year after the
final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay (i) remaining Class I-A4
Reimbursement Amounts to the Class I-A4 Insurer to the extent not
previously reimbursed and (ii) to Credit Suisse First Boston LLC and WaMu
Capital Corp., equally, all such other remaining amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon
cease.  No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Trustee as
a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 9.01.


 


Immediately following the
deposit of funds in trust hereunder in respect of the Certificates, the Trust
Fund shall terminate.


 


Section 9.02                                Additional
Termination Requirements.


 


(a)                                  In
the event that the Terminator purchases all the Mortgage Loans and each REO
Property or the final payment on or other liquidation of the last Mortgage Loan
or REO Property remaining in REMIC 1 pursuant to Section 9.01, the Trust
Fund shall be terminated in accordance with the following additional
requirements:


 


(i)                                     The
Trustee shall specify the first day in the 90-day liquidation period in a
statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder with respect to each Trust REMIC, as evidenced by an Opinion of
Counsel delivered to the Trustee and the Depositor obtained at the expense of
the Terminator;


 


(ii)                                  During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell all of the assets of
REMIC 1 to the Terminator for cash; and


 


(iii)                               At the time of the
making of the final payment on the Certificates, the Trustee shall distribute
or credit, or cause to be distributed or credited, to the Holders of the
Residual Certificates all cash on hand in the Trust Fund (other than cash
retained to meet claims), and the Trust Fund shall terminate at that time.


 


(b)                                 At
the expense of the Terminator, the Trustee shall prepare or cause to be
prepared the documentation required in connection with the adoption of a plan
of liquidation of each Trust REMIC pursuant to the Section 9.02(a).


 


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(c)                                  By
their acceptance of Certificates, the Holders thereof hereby agree to authorize
the Trustee to specify the 90-day liquidation period for each Trust REMIC,
which authorization shall be binding upon all successor Certificateholders.


 


ARTICLE X



REMIC PROVISIONS


 


Section 10.01                          REMIC
Administration.


 


(a)                                  The
Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and, if
necessary, under applicable state law. 
Each such election will be made on Form 1066 or other appropriate
federal tax or information return (including Form 8811) or any appropriate
state return for the taxable year ending on the last day of the calendar year
in which the Certificates are issued, copies of which forms and returns shall
promptly be furnished by the Trustee to the NIMS Insurer and the Class I-A4
Insurer.  For the purposes of the REMIC
election in respect of REMIC 1, the REMIC 1 Regular Interests shall be
designated as the Regular Interests in REMIC 1 and the Class R-1 Interest
shall be designated as the Residual Interest in REMIC 1.  For the purposes of the REMIC election in
respect of REMIC 2, the REMIC 2 Regular
Interests shall be designated as the Regular Interests in REMIC 2 and the Class R-2
Interest shall be designated as the Residual Interest in REMIC 2.  The REMIC 3 Regular Interests shall be
designated as the Regular Interests in REMIC 3 and the Class R-3 Interest
shall be designated as the Residual Interest in REMIC 3.  For the purposes of the REMIC election
in respect of REMIC 4, (i) the Regular Certificates (other than the Class C
Certificates, the Class Swap IO Certificates and the Class P
Certificates) and the REMIC 4 Regular Interests shall be designated as the
Regular Interests in REMIC 4 and (ii) the Class R-4 Interest shall be
designated as the Residual Interest in REMIC 4. 
For the purposes of the REMIC election in respect of REMIC CX, the Class C
Certificates shall be designated as the Regular Interests in REMIC CX and the Class R-CX
Interest shall be designated as the Residual Interest in REMIC CX.  For the purposes of the REMIC election in respect
of REMIC PX, the Class P Certificates shall be designated as the Regular
Interests in REMIC PX and the Class R-PX Interest shall be designated as
the Residual Interest in REMIC PX.  For
the purposes of the REMIC election in respect of REMIC SwapX, the Class Swap
IO Upper-Tier Interest shall be
designated as the Regular Interests in REMIC SwapX and the Class R-SwapX
Interest shall be designated as the Residual Interest in REMIC SwapX.  The Trustee shall not permit the
creation of any “interests” in REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC CX,
REMIC SwapX or REMIC PX (within the meaning of Section 860G of the Code)
other than the REMIC 1 Regular Interests, the REMIC 2 Regular Interests, the
REMIC 3 Regular Interests, the REMIC 4 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


 


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that involve the
Internal Revenue Service or state tax authorities) unless such expenses,
professional fees or any administrative or judicial proceedings are incurred by
reason of the Trustee’s willful misfeasance, bad faith or negligence.  The Trustee, as agent for each Trust REMIC’s
tax matters person, shall (i) act on behalf of the Trust Fund in relation
to any tax matter or controversy involving any Trust REMIC and (ii) represent
the Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto
and will be entitled to reimbursement from the Trust Fund for any expenses
incurred by the Trustee in connection therewith unless such administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority is incurred by reason of the Trustee’s willful misfeasance,
bad faith or negligence.  The holder of
the largest Percentage Interest of the Class R Certificates shall be
designated, in the manner provided under Treasury regulations Section 1.860F-4(d) and
Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person
of each Trust REMIC created hereunder other than REMIC CX, REMIC SwapX and
REMIC PX.  The holder of the largest
Percentage Interest of the Class R-CX Certificates shall be designated, in
the manner provided under Treasury regulations Section 1.860F-4(d) and
Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person
of REMIC CX and REMIC SwapX.  The holder
of the largest Percentage Interest of the Class R-PX Certificates shall be
designated, in the manner provided under Treasury regulations Section 1.860F-4(d) and
Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person
of REMIC PX.  By its acceptance thereof,
each such holder hereby agrees to irrevocably appoint the Trustee or an
Affiliate as its agent to perform all of the duties of the tax matters person
of each respective REMIC.


 


(d)                                 The
Trustee shall prepare, sign and file in a timely manner, all of the Tax Returns
in respect of each REMIC created hereunder, copies of which Tax Returns shall
be promptly furnished to the NIMS Insurer and the Class I-A4 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


 


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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 and the Class I-A4
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, the
Class I-A4 Insurer and the NIMS Insurer have received an Opinion of
Counsel, addressed to the Trustee, the Class I-A4 Insurer 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 Class I-A4 Insurer and the NIMS
Insurer a copy of any such advice or opinion. 
In addition, prior to taking any action with respect to any Trust REMIC
or the assets thereof, or causing any Trust REMIC to take any action, which is
not contemplated under the terms of this Agreement, the Master Servicer will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to a Trust
REMIC, and the Master Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur; provided that the Master
Servicer may conclusively rely on such writing and shall incur no liability for
its action or failure to act in accordance with such writing.  The Trustee may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking
to take the action not permitted by this Agreement, but in no event shall such
cost be an expense of the Trustee.  At
all times as may be required by the Code, the Trustee will ensure that
substantially all of the assets of REMIC 1 will consist of “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)                                 If
any tax is imposed on prohibited transactions of any Trust REMIC created
hereunder pursuant to Section 860F(a) of the Code, on the net income
from foreclosure property of any such REMIC pursuant to Section 860G(c) of
the Code, or on any contributions


 


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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 Class I-A4
Insurer, 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.


 


(l)                                     The
Trustee shall treat each of the Reserve Fund, the Supplemental Interest Account
and the Final Maturity Reserve Account as an outside reserve fund within the
meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holders of
the Class C Certificates and that is not an asset of any REMIC.  The Trustee shall treat the beneficial owners
of the Certificates (other than the Class P Certificates, the Class C
Certificates and the Residual Certificates) as having entered into a notional
principal contract with respect to the beneficial owners of the Class C
Certificates.  Pursuant to each such
notional principal contract, all beneficial owners of the Certificates (other
than the Class P Certificates, the Class C Certificates and the
Residual Certificates) shall be treated as having agreed to pay, on each
Distribution Date, to the beneficial owners of the Class C Certificates an
aggregate amount equal to the excess, if any, of (i) the amount payable on
such Distribution Date on the interest in REMIC 4 corresponding to such Class of
Certificates over (ii) the amount payable on such Class of
Certificates on such Distribution Date (such excess, a “Class C Shortfall”).  A Class C Shortfall payable from
interest collections shall be allocated pro
rata among such Certificates based on the amount of interest
otherwise payable to such Certificates, and a Class C Shortfall payable
from


 


206





















 


principal
collections shall be allocated to the most subordinate Class of
Certificates with an outstanding Certificate Principal Balance to the extent of
such balance.  In addition, pursuant to
such notional principal contract, the beneficial owner of the Class C
Certificates shall be treated as having agreed to pay (a)(i) Net WAC Rate
Carryover Amounts and (ii) on any Distribution Date on or after December 2012 through the
Distribution Date in November 2035, if amounts are not paid into the Final
Maturity Reserve Account (because either the constant prepayment rate of the
Mortgage Loans is above 5% on such Distribution Date or the Final Maturity
Reserve Funding Date has occurred), any amounts that would have been paid to
the Final Maturity Reserve if the constant prepayment rate of the Mortgage
Loans was below 5% or the Final Maturity Reserve Funding Date had not occurred,
to the extent such amounts are used to make payments on such Certificates to
the Holders of the Certificates (other than the Class P Certificates, the Class C
Certificates and the Residual Certificates) pursuant to the terms of this
Agreement and (b) to the holders of the Class II-A2A
Certificates any Net Swap Payments payable to such Holders pursuant to the
terms of this Agreement.  Any payments on
the Certificates in light of the foregoing shall not be payments with respect
to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1).  However, any payment from the Certificates of
a Class C Shortfall shall be treated for tax purposes as having been
received by the beneficial owners of such Certificates in respect of their
interests in the REMIC 4 and as having been paid by such beneficial owners to
the Supplemental Interest Account pursuant to the notional principal
contract.  Thus, each Certificate (other
than the Class P Certificates, the Class C Certificates and the
Residual Certificates) shall be treated as representing ownership of not only
regular interests in REMIC 4, but also ownership of an interest in (and
obligations with respect to) a notional principal contract.  For purposes of determining the issue price
of the regular interests in REMIC 4, the Trustee shall assume that the notional
principal contract has a value of $10,000 as of the Closing Date in favor of
the Certificates (other than the Class C Certificates, the Class P
Certificates and the Residual Certificates) and shall allocate such value
proportionately to each such Class of Certificates based on such Class’s
initial Certificate Principal Balance.


 


Section 10.02                          Prohibited
Transactions and Activities.


 


None of the Depositor,
the Master Servicer or the Trustee shall sell, dispose of or substitute for any
of the Mortgage Loans (except in connection with (i) the foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of REMIC 1, (iii) the termination of REMIC 1 pursuant to Article IX
of this Agreement, (iv) a substitution pursuant to Article II of this
Agreement or (v) a purchase of Mortgage Loans pursuant to Article II
or III of this Agreement), nor acquire any assets for any Trust REMIC (other
than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell
or dispose of any investments in the Collection Account or the Distribution
Account for gain, nor accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it, the Class I-A4 Insurer and
the NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee,
the Class I-A4 Insurer 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


 


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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, the Class I-A4
Insurer 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, the Class I-A4
Insurer 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, the Class I-A4
Insurer 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 if necessary, with the prior written consent
of the Swap Counterparty (as described below), 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


 


208





















 


NIMS Insurer,
adversely affect in any material respect the interests of any Certificateholder
(without giving effect to the Class I-A4 Policy) 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 if necessary, with the prior written consent
of the Swap Counterparty (as described below), 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.


 


In addition to the
provisions of this Section 11.01 and as long as the Swap Counterparty
remains the Swap Counterparty under the Swap Agreement or is owed any amounts
under this Agreement, the prior written consent of the Swap Counterparty shall
be necessary for the adoption of any proposed amendment of this Agreement that,
in the Swap Counterparty’s reasonable determination, materially affects the
Swap Counterparty’s rights or interests under this Agreement, including, but
not limited to, the right to receive any Swap Fee Amount or Swap Termination
Payment due and owing to it under this Agreement; provided that any such
consent of the Swap Counterparty shall not be unreasonably withheld.


 


Notwithstanding the
foregoing, any amendment to this Agreement shall require the prior written
consent of the Class I-A4 Insurer if such amendment adversely affects in
any respect the rights or interests of the Class I-A4 Insurer or of the Class I-A4
Certificates (without giving effect to the Class I-A4 Policy).  The Master Servicer shall send a copy of any
proposed amendment to this Agreement to the Class I-A4 Insurer prior to
execution of the amendment.  The Class I-A4
Insurer shall notify the Trustee in writing, within 10 days following its
receipt of a copy of the proposed amendment, whether the Class I-A4
Insurer has determined that its consent to such amendment is required.  No amendment shall be deemed to adversely
affect in any material respect the interests of the Class I-A4 Insurer if
the Class I-A4 Insurer shall have


 


209





















 


consented
thereto.  The Person seeking an amendment
without the Class I-A4 Insurer’s consent shall prior to execution of the
amendment deliver to the Trustee, the Class I-A4 Insurer and the NIMS
Insurer an Opinion of Counsel (which counsel shall be Independent) to the
effect that such amendment does not adversely affect in any respect the rights
or interests of the Class I-A4 Insurer or of the Class I-A4
Certificates (without giving effect to the Class I-A4 Policy).  Unless otherwise notified by the Class I-A4
Insurer as provided above, such Opinion of Counsel shall be full and complete
authorization and protection of the Trustee in respect of any action taken or
suffered or omitted by the Trustee under this Section 11.01 in accordance
with such Opinion of Counsel.


 


Notwithstanding any
contrary provision of this Agreement, the Trustee, the Class I-A4 Insurer
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, the Class I-A4 Insurer 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 or the Trust Fund.


 


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.


 


210





















 


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 and the Class I-A4 Insurer 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


 


211





















 


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 LB05W3 (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, (d) in the case of the Swap
Counterparty, as provided in the Swap Agreement, (e) 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, and (f) in the
case of the Class I-A4 Insurer, MBIA Insurance Corporation, 113 King
Street, Armonk, New York 10504, Attention: IPM Global Mortgages (LBMC 2005-WL3),
or such other address or telecopy number as may be furnished to the other
parties hereto in writing by the Class I-A4 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, the Cap Provider, the Swap Counterparty, the Class I-A4
Insurer and the NIMS Insurer.


 


The Trustee shall use its
best efforts promptly to provide notice to the Rating Agencies, the Cap
Provider, the Swap Counterparty, the Class I-A4 Insurer 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;


 


212





















 


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, the Cap Provider and the
Swap Counterparty 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-WL3, (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) Credit Suisse First Boston
International, One Cabot Square, London E14 4QJ, England, Attention:  Head of Credit Risk Management and the Class I-A4
Insurer and the NIMS Insurer at the address provided in Section 11.05.


 


In addition, each party
hereto agrees that it will furnish or make available to the Class I-A4
Insurer and 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.


 


213





















 


Section 11.09                          Third-Party
Beneficiaries.


 


(a)                                  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.


 


(b)                                 The
Swap Counterparty 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 Swap Counterparty
hereunder shall permanently terminate upon the later to occur of (i) the
expiration of the Swap Agreement, and (ii) the payment in full to the Swap
Counterparty, of any amounts owed to it under the Swap Agreement.


 


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, the Class I-A4 Policy
Payments 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


 


214





















 


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.


 


215





















 


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:

  	
  James Mark

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK NATIONAL TRUST

  
	
   

  	
  COMPANY,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ronaldo Reyes

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Valerie Delgado

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
  STATE OF
  WASHINGTON

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF KING

  	
  )

  	
   

  



 


On November      , 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 November      , 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
  CALIFORNIA

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF ORANGE

  	
  )

  	
   

  



 


On November      , 2005
before me,                                                             ,
personally appeared RONALDO REYES, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.


 


WITNESS my hand and official seal.


 


 


	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  (Seal)

  



 





















 


	
  STATE OF
  CALIFORNIA

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF ORANGE

  	
  )

  	
   

  



 


On November      , 2005
before me,                                                             ,
personally appeared VALERIE DELGADO, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.


 


WITNESS my hand and official seal.


 


 


	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  (Seal)

  



 





















 


EXHIBIT A-1


 





















 


CLASS I-A1 CERTIFICATES


 


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


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
   

  	
  :

  	
   

  	
  December 27, 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
   

  	
  :

  	
   

  	
  November, 2035

  



 


I-A1-1





















 


	
  Assumed Final Maturity
  Date

  	
   

  	
  :

  	
   

  	
  November, 2045

  



 


I-A1-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class I-A1


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-A1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth on the face hereof, as described herein. 
This Class I-A1 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class I-A1 Certificate (obtained by dividing the Denomination
of this Class I-A1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, 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.


 


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-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.


 


I-A1-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


I-A1-4





















 


[Reverse of Class I-A1
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


I-A1-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


I-A1-6





















 


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

  



 


I-A1-7





















 


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.

  	
   

  



 


I-A1-8





















 


EXHIBIT A-2


 





















 


CLASS I-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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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-A2

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


I-A2-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


I-A2-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class I-A2


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-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 I-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 I-A2 Certificate (obtained by dividing the Denomination
of this Class I-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 November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, 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-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 I-A2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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-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 I-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.


 


I-A2-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class I-A2

  Certificates referenced in the within-

  mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


I-A2-4





















 


[Reverse of Class I-A2
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


I-A2-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


I-A2-6





















 


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

  



 


I-A2-7





















 


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.

  	
   

  



 


I-A2-8





















 


EXHIBIT A-3


 





















 


CLASS I-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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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-A3

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


I-A3-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


I-A3-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class I-A3


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-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 I-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 I-A3 Certificate (obtained by dividing the Denomination
of this Class I-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 November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, 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-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 I-A3
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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-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 I-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.


 


I-A3-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class I-A3

  Certificates referenced in the within-

  mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


I-A3-4





















 


[Reverse of Class I-A3
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


I-A3-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


I-A3-6





















 


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

  



 


I-A3-7





















 


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.

  	
   

  



 


I-A3-8





















 


EXHIBIT A-4


 





















 


CLASS I-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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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-A4

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


I-A4-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


I-A4-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class I-A4


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-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 I-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 I-A4 Certificate (obtained by dividing the Denomination
of this Class I-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 November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, 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-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 I-A4
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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-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 I-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.


 


I-A4-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class I-A4

  Certificates referenced in the within-

  mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


I-A4-4





















 


[Reverse of Class I-A4
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


I-A4-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


I-A4-6





















 


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

  



 


I-A4-7





















 


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.

  	
   

  



 


I-A4-8





















 


EXHIBIT A-5


 





















 


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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


II-A1-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


II-A1-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class II-A1


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth on the face hereof, as described herein. 
This Class II-A1 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A1 Certificate (obtained by dividing the
Denomination of this Class II-A1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, 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.


 


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 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.


 


II-A1-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


II-A1-4





















 


[Reverse of Class II-A1
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


II-A1-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


II-A1-6





















 


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

  



 


II-A1-7





















 


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.

  	
   

  



 


II-A1-8





















 


EXHIBIT A-6


 





















 


CLASS II-A2A 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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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-A2A

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


II-A2A-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


II-A2A-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class II-A2A


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A2A 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-A2A 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-A2A Certificate (obtained by dividing the
Denomination of this Class II-A2A 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 November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, 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-A2A 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-A2A Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


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 II-A2A 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-A2A
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.


 


II-A2A-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class II-A2A Certificates

  	
   

  
	
  referenced in the
  within-mentioned

  	
   

  
	
  Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


II-A2A-4





















 


[Reverse of Class II-A2A
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


II-A2A-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


II-A2A-6





















 


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

  



 


II-A2A-7





















 


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.

  	
   

  



 


II-A2A-8





















 


EXHIBIT A-7


 





















 


CLASS II-A2B 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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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-A2B

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


II-A2B-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


II-A2B-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class II-A2B


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A2B 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-A2B 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-A2B Certificate (obtained by dividing the
Denomination of this Class II-A2B 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 November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, 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-A2B 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-A2B Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.


 


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 II-A2B 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-A2B
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.


 


II-A2B-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class II-A2B Certificates

  	
   

  
	
  referenced in the
  within-mentioned

  	
   

  
	
  Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


II-A2B-4





















 


[Reverse of Class II-A2B
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


II-A2B-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any Distribution
Date following the date at which the remaining Stated Principal Balance of the
Mortgage Loans and REO Properties is equal to or less than 10% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, the Holders of
the majority of the Percentage Interest of the Class C Certificates, the Master
Servicer or the NIMS Insurer, if any, may purchase, in whole, from the Trust
the Mortgage Loans in the manner and at a purchase price determined as provided
in the Agreement.  In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero and (ii) the final payment or
other liquidation of the last Mortgage Loan in the Trust.


 


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


 


II-A2B-6





















 


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

  



 


II-A2B-7





















 


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.

  	
   

  



 


II-A2B-8





















 


EXHIBIT A-8


 





















 


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”).


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 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

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  



 


II-A3-1





















 


	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


II-A3-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class II-A3


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A3 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth on the face hereof, as described herein. 
This Class II-A3 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A3 Certificate (obtained by dividing the
Denomination of this Class II-A3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, 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.


 


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 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.


 


II-A3-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


II-A3-4





















 


[Reverse of Class II-A3
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


II-A3-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


                On any Distribution Date following the date at which
the remaining Stated Principal Balance of the Mortgage Loans and REO Properties
is equal to or less than 10% of the Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, the Holders of the majority of the Percentage
Interest of the Class C Certificates, the Master Servicer or the NIMS Insurer,
if any, may purchase, in whole, from the Trust the Mortgage Loans in the manner
and at a purchase price determined as provided in the Agreement.  In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i)
the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero and (ii) the final payment or
other liquidation of the last Mortgage Loan in the Trust.


 


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


 


II-A3-6





















 


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

  



 


II-A3-7





















 


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.

  	
   

  



 


II-A3-8





















 


EXHIBIT A-9


 





















 


CLASS M-1 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES AND
THE CLASS II-A3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  

  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  



 





















 


	
  Class

  	
  :

  	
  M-1

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


M-1-1





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-1


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate at
any time may be less than the Initial Certificate Principal Balance set forth
on the face hereof, as described herein. 
This Class M-1 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class M-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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 M-1 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class M-1
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-1-2





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class M-1 Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-1-3





















 


[Reverse of Class M-1 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This
Certificate is one of a duly authorized issue of Certificates designated as
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-1-4





















 


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, the Class I-A4
Insurer and any agent of the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by
any notice to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last Mortgage
Loan in the Trust.


 


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


 


M-1-5





















 


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

  



 


M-1-6





















 


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.

  	
   

  



 


M-1-7





















 


EXHIBIT A-10


 





















 


CLASS M-2 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A
CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE CLASS II-A3
CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First
  Distribution Date

  	
  :

  	
  December 27,
  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

  



 


M-2-1





















 


	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-2

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final
  Maturity Date

  	
  :

  	
  November, 2045

  



 


M-2-2





















 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-2


 


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


 


LONG BEACH SECURITIES CORP., as Depositor


 


Principal
in respect of this Certificate is distributable monthly as set forth
herein.  Accordingly, the Certificate
Principal Balance of this Class M-2 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as
described herein.  This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.


 


This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-2 Certificate (obtained by dividing the
Denomination of this Class M-2 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, and Deutsche Bank
National Trust Company, as trustee (the “Trustee”).  To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.  This Class M-2 Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class M-2 Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


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 M-2 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


This Class M-2
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-2-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH
  MORTGAGE LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK
  NATIONAL TRUST COMPANY

  
	
   

  	
   

  	
  not in its
  individual capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Class M-2 Certificates

  	
   

  
	
  referenced in
  the within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-2-4





















 


[Reverse of Class M-2 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This
Certificate is one of a duly authorized issue of Certificates designated as
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-2-5





















 


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, the Class I-A4
Insurer and any agent of the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by
any notice to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last Mortgage
Loan in the Trust.


 


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


 


M-2-6





















 


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

  



 


M-2-7





















 


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.

  	
   

  



 


M-2-8





















 


EXHIBIT A-11


 





















 


CLASS M-3 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A
CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE CLASS II-A3
CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First
  Distribution Date

  	
  :

  	
  December 27,
  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

  



 


M-3-1





















 


	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-3

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final
  Maturity Date

  	
  :

  	
  November, 2045

  



 


M-3-2





















 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-3


 


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


 


LONG BEACH SECURITIES CORP., as Depositor


 


Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3
Certificate at any time may be less than the Initial Certificate Principal Balance
set forth on the face hereof, as described herein.  This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.


 


This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-3 Certificate (obtained by dividing the
Denomination of this Class M-3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, and Deutsche Bank
National Trust Company, as trustee (the “Trustee”).  To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.  This Class M-3 Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class M-3 Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


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 M-3 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


This Class M-3
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-3-3





















 


IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this
Certificate to be duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH
  MORTGAGE LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK
  NATIONAL TRUST COMPANY

  
	
   

  	
   

  	
  not in its
  individual capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Class M-3 Certificates

  	
   

  
	
  referenced in
  the within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-3-4





















 


[Reverse of Class M-3 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This
Certificate is one of a duly authorized issue of Certificates designated as
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-3-5





















 


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, the Class I-A4
Insurer and any agent of the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by
any notice to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last Mortgage
Loan in the Trust.


 


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


 


M-3-6





















 


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

  



 


M-3-7





















 


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.

  	
   

  



 


M-3-8





















 


EXHIBIT A-12


 





















 


CLASS M-4 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A
CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE CLASS II-A3
CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES
AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First
  Distribution Date

  	
  :

  	
  December 27,
  2005

  
	
   

  	
   

  	
   

  
	
  Initial
  Certificate Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class Certificate
  Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  



 


M-4-1





















 


	
  Pass-Through
  Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-4

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final
  Maturity Date

  	
  :

  	
  November, 2045

  



 


M-4-2





















 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-4


 


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


 


LONG BEACH SECURITIES CORP., as Depositor


 


Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein.  This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.


 


This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-4 Certificate (obtained by dividing the
Denomination of this Class M-4 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
2005 (the “Agreement”) among the Depositor, Long Beach Mortgage Company, as
master servicer (the “Master Servicer”) and as seller, and Deutsche Bank
National Trust Company, as trustee (the “Trustee”).  To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.  This Class M-4 Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class M-4 Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


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 M-4 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


This Class M-4
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-4-3





















 


IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this
Certificate to be duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH
  MORTGAGE LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK
  NATIONAL TRUST COMPANY

  
	
   

  	
   

  	
  not in its
  individual capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Class M-4 Certificates

  	
   

  
	
  referenced in
  the within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-4-4





















 


[Reverse of Class M-4 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This
Certificate is one of a duly authorized issue of Certificates designated as
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-4-5





















 


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, the Class I-A4
Insurer and any agent of the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by
any notice to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last Mortgage
Loan in the Trust.


 


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


 


M-4-6





















 


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

  



 


M-4-7





















 


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.

  	
   

  



 


M-4-8





















 


EXHIBIT A-13


 





















 


CLASS M-5 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES,
THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B
CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES
AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First
  Distribution Date

  	
  :

  	
  December 27,
  2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class Certificate
  Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest

  	
  :

  	
  100.00%

  



 


M-5-1





















 


	
  Pass-Through
  Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-5

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final
  Maturity Date

  	
  :

  	
  November, 2045

  



 


M-5-2





















 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-5


 


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


 


LONG BEACH SECURITIES CORP., as Depositor


 


Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth on the face hereof, as described herein. 
This Class M-5 Certificate does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Master Servicer or
the Trustee referred to below or any of their respective affiliates.


 


This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-5 Certificate (obtained by dividing the
Denomination of this Class M-5 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities
Corp. (the “Depositor”).  The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005
(the “Agreement”) among the Depositor, Long Beach Mortgage Company, as master
servicer (the “Master Servicer”) and as seller, and Deutsche Bank National
Trust Company, as trustee (the “Trustee”). 
To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. 
This Class M-5 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-5 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


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 M-5 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


This Class M-5
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-5-3





















 


IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this
Certificate to be duly executed.


 


Dated:  November     , 2005


	
   

  	
  LONG BEACH
  MORTGAGE LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK
  NATIONAL TRUST COMPANY

  
	
   

  	
   

  	
  not in its
  individual capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Class M-5 Certificates

  	
   

  
	
  referenced in
  the within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-5-4





















 


[Reverse of Class M-5 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This
Certificate is one of a duly authorized issue of Certificates designated as
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-5-5





















 


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, the Class I-A4
Insurer and any agent of the Depositor, the Master Servicer, the Trustee, the
NIMS Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by
any notice to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last Mortgage
Loan in the Trust.


 


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


 


M-5-6





















 


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

  



 


M-5-7





















 


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.

  	
   

  



 


M-5-8





















 


EXHIBIT A-14


 





















 


CLASS M-6 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A
CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE CLASS II-A3
CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First
  Distribution Date

  	
  :

  	
  December 27,
  2005

  
	
   

  	
   

  	
   

  
	
  Initial
  Certificate Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class Certificate
  Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest

  	
  :

  	
  100.00%

  



 


M-6-1





















 


	
  Pass-Through
  Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-6

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final
  Maturity Date

  	
  :

  	
  November, 2045

  



 


M-6-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-6


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at
any time may be less than the Initial Certificate Principal Balance set forth
on the face hereof, as described herein. 
This Class M-6 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class M-6
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-6
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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 M-6 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class M-6
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-6-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


 


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class M-6 Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-6-4





















 


[Reverse of Class M-6
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-6-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


M-6-6





















 


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

  



 


M-6-7





















 


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.

  	
   

  



 


M-6-8





















 


EXHIBIT A-15


 





















 


CLASS M-7 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  



 


M-7-1





















 


	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-7

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


M-7-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-7


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in respect
of this Certificate is distributable monthly as set forth herein. Accordingly,
the Certificate Principal Balance of this Class M-7 Certificate at any time may
be less than the Initial Certificate Principal Balance set forth on the face
hereof, as described herein.  This Class
M-7 Certificate does not evidence an obligation of, or an interest in, and is
not guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class M-7
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-7
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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 M-7 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class M-7
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-7-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


 


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class M-7 Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-7-4





















 


[Reverse of Class M-7
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-7-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


M-7-6





















 


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

  
					



 


M-7-7





















 


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.

  



 


M-7-8





















 


EXHIBIT A-16


 





















 


CLASS M-8 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  



 


M-8-1





















 


	
   

  	
   

  	
   

  
	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-8

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


M-8-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-8


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at
any time may be less than the Initial Certificate Principal Balance set forth
on the face hereof, as described herein. 
This Class M-8 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class M-8
Certificate is issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Class M-8 Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.


 


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 M-8 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class M-8
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-8-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


Dated:  November     , 2005


 


	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class M-8 Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-8-4





















 


[Reverse of Class M-8
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-8-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


M-8-6





















 


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

  



 


M-8-7





















 


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.

  	
   

  	
   

  



 


M-8-8





















 


EXHIBIT A-17


 





















 


CLASS M-9 CERTIFICATES


 


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


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND
THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


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


 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $[              ]

  



 


M-9-1





















 


	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  M-9

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


M-9-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class M-9


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at
any time may be less than the Initial Certificate Principal Balance set forth
on the face hereof, as described herein. 
This Class M-9 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class M-9
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-9
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


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 M-9 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class M-9
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-9-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated: November   
  , 2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class M-9 Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


M-9-4





















 


[Reverse of Class M-9
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


M-9-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


M-9-6





















 


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

  



 


M-9-7





















 


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.

  	
   

  	
   

  



 


M-9-8





















 


EXHIBIT A-18


 





















 


CLASS B-1 CERTIFICATES


 


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


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 


NO TRANSFER OF THIS
CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any
  Mortgage Loan, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  



 


B-1-1





















 


	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  B-1

  
	
   

  	
   

  	
   

  
	
  Final Scheduled
  Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity
  Date

  	
  :

  	
  November, 2045

  



 


B-1-2










 













 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class B-1


 


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


 


LONG BEACH SECURITIES CORP., as Depositor


 


Principal in respect of this Certificate is
distributable monthly as set forth herein. Accordingly, the Certificate
Principal Balance of this Class B-1 Certificate at any time may be less
than the Initial Certificate Principal Balance set forth on the face hereof, as
described herein.  This Class B-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.


 


This certifies that Cede & Co. is the
registered owner of the Percentage Interest evidenced by this Class B-1
Certificate (obtained by dividing the Denomination of this Class B-1
Certificate by the Original Class Certificate Principal Balance) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”)
among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and as seller, and Deutsche Bank National Trust Company, as
trustee (the “Trustee”).  To the extent
not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.  This Class B-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class B-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.


 


No transfer, sale, pledge or
other disposition of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with the 1933 Act
and laws.  In the event that a transfer of this
Certificate is to be made without registration under the 1933 Act (other than
in connection with the initial sale of thereof to the initial purchasers or the
initial issuance thereof), then the Trustee shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit J-1A to the Agreement and a
certificate from such Certificateholder’s prospective transferee substantially
in the form attached as Exhibit J-1B to the Agreement (which in the case
of the Book-Entry Certificates, the Certificateholder and the Certificateholder’s
prospective transferee will be deemed to have represented such certification).  The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.


 


B-1-3





















 


No transfer of this Certificate to a Plan subject to
ERISA or Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets to
acquire this Certificate shall be made except in accordance with Section 5.02(c) of
the Agreement.


 


Reference is hereby made to the further provisions of
this Class B-1 Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


 


This Class B-1 Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.


 


B-1-4





















 


 


IN WITNESS WHEREOF, the Trustee, on behalf of the
Trust has caused this Certificate to be duly executed.


 


	
  Dated:  November     ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the Class B-1 Certificates

  	
   

  
	
  referenced in the within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National
  Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


B-1-5





















 


[Reverse of Class B-1 Certificate]


 


Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate is one of a duly authorized issue of
Certificates designated as Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates, Series 2005-WL3 (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.


 


B-1-6





















 


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, the Class I-A4 Insurer and any agent of the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, or the Class I-A4
Insurer 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, the Class I-A4 Insurer,
nor any such agent shall be affected by any notice to the contrary.


 


On any Distribution Date following the date at which
the remaining Stated Principal Balance of the Mortgage Loans and REO Properties
is equal to or less than 10% of the Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, the Holders of the majority of the Percentage
Interest of the Class C Certificates, the Master Servicer or the NIMS
Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans in
the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such
optional termination occurs, the obligations and responsibilities created by
the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero and (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust.


 


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


 


B-1-7





















 


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

  



 


B-1-8





















 


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.

  	
   

  	
   

  



 


B-1-9





















 


EXHIBIT A-19


 





















 


CLASS B-2 CERTIFICATES


 


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


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”).  ANY RESALE
OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY
BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES,
THE CLASS I-A2 CERTIFICATES, THE CLASS I-A3 CERTIFICATES, THE CLASS I-A4
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2A
CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE CLASS II-A3
CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES,
THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS B-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any Mortgage Loan, November 1,
  2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  



 


B-2-1





















 


	
  Initial Certificate Principal Balance of this
  Certificate (“Denomination”)

  	
  :

  	
  $[               ]

  
	
   

  	
   

  	
   

  
	
  Original Class Certificate Principal Balance of
  this Class

  	
  :

  	
  $[               ]

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
  :

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  B-2

  
	
   

  	
   

  	
   

  
	
  Final Scheduled Distribution Date

  	
  :

  	
  November, 2035

  
	
   

  	
   

  	
   

  
	
  Assumed Final Maturity Date

  	
  :

  	
  November, 2045

  



 


B-2-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class B-2


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


Principal in
respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class B-2 Certificate at
any time may be less than the Initial Certificate Principal Balance set forth
on the face hereof, as described herein. 
This Class B-2 Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer or the
Trustee referred to below or any of their respective affiliates.


 


This certifies
that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class B-2 Certificate (obtained by dividing the Denomination
of this Class B-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class B-2 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class B-2 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.


 


No transfer, sale, pledge or other disposition of a Certificate of this
Class shall be made unless such disposition is exempt from the registration
requirements of the 1933 Act, and any applicable state securities laws or is
made in accordance with the 1933 Act and laws.  In
the event that a transfer 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.


 


B-2-3





















 


No transfer of
this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any person
using Plan Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.


 


Reference is
hereby made to the further provisions of this Class B-2 Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Class B-2
Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


B-2-4





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated:  November     , 2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class B-2 Certificates 

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company, 

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


B-2-5





















 


[Reverse of Class B-2
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3 (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.


 


B-2-6





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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,
the Class I-A4 Insurer, nor any such agent shall be affected by any notice to
the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


B-2-7





















 


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

  



 


B-2-8





















 


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.

  	
   

  	
   

  



 


B-2-9





















 


EXHIBIT A-20


 





















 


CLASS C CERTIFICATES


 


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


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE IS
SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE
CLASS I-A3 CERTIFICATES, THE CLASS I-A4 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2A CERTIFICATES, THE CLASS II-A2B CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS B-1 CERTIFICATES
AND THE CLASS B-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS
CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any
  Mortgage Loan, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Original Certificate
  Principal Balance

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Initial Notional Amount
  of this Certificate (“Denomination”)

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Original Notional
  Amount of this Class

  	
  :

  	
  $[              ]

  
	
   

  	
   

  	
   

  
	
  Percentage

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  



 


C-1





















 


	
  Pass-Through Rate

  	
  :

  	
  Variable

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  C

  



 


C-2





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class C


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


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


 


This certifies
that Credit Suisse First Boston LLC is the registered owner of the Percentage
Interest evidenced by this Class C Certificate (obtained by dividing the
Denomination of this Class C Certificate by the Original Notional Amount) in
certain distributions with respect to a Trust consisting primarily of the
Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class C Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class C Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.


 


No transfer, sale, pledge or other disposition of a Certificate of this
Class shall be made unless such disposition is exempt from the registration
requirements of the 1933 Act, and any applicable state securities laws or is
made in accordance with the 1933 Act and laws.  In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be
delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of
Counsel shall not be obtained at the expense of the Trustee, the Master
Servicer or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter
shall be executed by the transferee.  The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.


 


C-3





















 


No transfer of
this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any person
using Plan Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.


 


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


 


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


 


C-4





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated: November      ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class C Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


C-5





















 


[Reverse of Class C
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


C-6





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


C-7





















 


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

  



 


C-8





















 


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.

  	
   

  	
   

  



 


C-9





















 


EXHIBIT A-21


 





















 


CLASS P CERTIFICATE


 


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


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE
TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”)
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


 


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any
  Mortgage Loan, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Initial Certificate
  Principal Balance of this Certificate (“Denomination”)

  	
  :

  	
  $100.00

  
	
   

  	
   

  	
   

  
	
  Original Class
  Certificate Principal Balance of this Class

  	
  :

  	
  $100.00

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  P

  



 


P-1





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class P


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


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


 


This certifies
that Credit Suisse First Boston LLC is the registered owner of the Percentage
Interest evidenced by this Class P Certificate (obtained by dividing the
Denomination of this Class P Certificate by the Original Class Certificate
Principal Balance) in certain distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”).  The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among
the Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and as seller, and Deutsche Bank National Trust Company, as trustee
(the “Trustee”).  To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement.  This Class P Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class P Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.


 


This Certificate
does not have a pass-through rate and will be entitled to distributions only to
the extent set forth in the Agreement.


 


No transfer, sale, pledge or other disposition of a Certificate of this
Class shall be made unless such disposition is exempt from the registration
requirements of the 1933 Act, and any applicable state securities laws or is
made in accordance with the 1933 Act and laws.  In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be
delivered to the Trustee and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act, which Opinion of
Counsel shall not be obtained at the expense of the Trustee, the Master
Servicer or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter
shall be executed by the transferee.  The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,


 


P-2





















 


indemnify the Trustee and
the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.


 


No transfer of
this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any person
using Plan Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.


 


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


 


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


 


P-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated: November    ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the
  Class P Certificates

  	
   

  
	
  referenced in the
  within-mentioned Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory of

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
							



 


P-4





















 


[Reverse of Class P
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


P-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


P-6





















 


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

  



 


P-7





















 


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.

  	
   

  	
   

  



 


P-8





















 


EXHIBIT A-22


 





















 


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, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  R

  



 


R-1





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class R


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


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


 


This certifies
that Credit Suisse First Boston LLC 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
November 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and as seller, 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,


 


R-2





















 


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.


 


R-3





















 


IN WITNESS WHEREOF,
the Trustee, on behalf of the Trust has caused this Certificate to be duly
executed.


 


	
  Dated: November     ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


R-4





















 


[Reverse of Class R
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


R-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


By acceptance of
the Class R Certificates the Holders of the Class R Certificates agree that, in
connection with any amounts distributable to the Holders of the Class R
Certificates pursuant to Section 4.01(d)(i)(yy) of the Agreement, their rights
to receive the amounts so distributable are assigned and transferred and any
such amounts shall be paid by the Trustee out of the Trust Fund, and to the
extent received by the Holders of the Class R Certificates they shall pay any
such amounts, to the Holders of the Class C Certificates.  By acceptance of the Class R Certificates,
the Holders of the Class R Certificates direct the Trustee to pay any amounts
due to the Holders of the Class R Certificates on the first Distribution Date
to the Holders of the Class C Certificates.


 


R-6





















 


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.


 


R-7





















 


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

  



 


R-8





















 


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.

  	
   

  	
   

  



 


R-9





















 


EXHIBIT A-23


 





















 


CLASS R-CX CERTIFICATES


 


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


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CLASS R-CX
CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT
RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE
TO A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS DEFINED IN SECTION 860E OF
THE CODE, SHALL BE MADE.


 


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


 


NO TRANSFER OF THIS
CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any
  Mortgage Loan, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  R-CX

  



 


R-CX-1





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class R-CX


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


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


 


This certifies
that Credit Suisse First Boston LLC 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
November 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and as seller, 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,


 


R-CX-2





















 


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.


 


R-CX-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated: November     ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


R-CX-4





















 


[Reverse of Class R-CX
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


R-CX-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


R-CX-6





















 


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

  



 


R-CX-7





















 


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.

  	
   

  	
   

  



 


R-CX-8





















 


EXHIBIT A-24


 





















 


CLASS R-PX CERTIFICATES


 


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


 


THIS CERTIFICATE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CLASS R-PX
CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT
RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.


 


NO TRANSFER OF THIS
CERTIFICATE TO A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS DEFINED IN
SECTION 860E OF THE CODE, SHALL BE MADE.


 


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


 


NO TRANSFER OF THIS
CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.


 


	
  Certificate No.

  	
  :

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cut-off Date

  	
  :

  	
  With respect to any
  Mortgage Loan, November 1, 2005

  
	
   

  	
   

  	
   

  
	
  First Distribution Date

  	
  :

  	
  December 27, 2005

  
	
   

  	
   

  	
   

  
	
  Percentage Interest

  	
  :

  	
  100.00%

  
	
   

  	
   

  	
   

  
	
  Class

  	
  :

  	
  R-PX

  



 


R-PX-1





















 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3

Class R-PX


 


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


 


LONG BEACH SECURITIES
CORP., as Depositor


 


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


 


This certifies
that Credit Suisse First Boston LLC 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
November 1, 2005 (the “Agreement”) among the Depositor, Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and as seller, 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,


 


R-PX-2





















 


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.


 


R-PX-3





















 


IN WITNESS
WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate to be
duly executed.


 


	
  Dated:  November     , 2005

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG BEACH MORTGAGE
  LOAN TRUST 2005-WL3

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


R-PX-4





















 


[Reverse of Class R-PX
Certificate]


 


Long Beach Mortgage Loan
Trust 2005-WL3

Asset-Backed Certificates,

Series 2005-WL3


 


This Certificate
is one of a duly authorized issue of Certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3
(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.


 


R-PX-5





















 


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, the Class I-A4 Insurer
and any agent of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer, if any, or the Class I-A4 Insurer 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, the Class I-A4 Insurer, nor any such agent shall be affected by any notice
to the contrary.


 


On any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Holders of the majority of the Percentage Interest of the Class C
Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase, in
whole, from the Trust the Mortgage Loans in the manner and at a purchase price
determined as provided in the Agreement. 
In the event that no such optional termination occurs, the obligations
and responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero and
(ii) the final payment or other liquidation of the last Mortgage Loan in the
Trust.


 


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


 


R-PX-6





















 


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

  



 


R-PX-7





















 


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.

  	
   

  	
   

  



 


R-PX-8





















 


EXHIBIT B-1


 


FORM OF GROUP I SENIOR CAP AGREEMENT


 


(Multicurrency—Cross
Border)


 


ISDAÒ


 


International Swap Dealers Association, Inc.


 


MASTER AGREEMENT


 


dated as of November 30, 2005


 


	
  Credit Suisse First Boston
  International

  	
  and

  	
  Long Beach Mortgage Loan Trust 2005-WL3

  
	
  (“Party A”)

  	
   

  	
  (“Party B”)

  



 


have entered and/or
anticipate entering into one or more transactions (each a “Transaction”) that
are or will be governed by this Master Agreement, which includes the schedule (the
“Schedule”), and the documents and other confirming evidence (each a “Confirmation”)
exchanged between the parties confirming those Transactions.


 


Accordingly, the parties
agree as follows:—


 


1.                                      Interpretation


 


(a)                                  Definitions. The terms defined in Section 14
and in the Schedule will have the meanings therein specified for the
purpose of this Master Agreement.


 


(b)                                 Inconsistency. In the event of any
inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail.  In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.


 


(c)                                  Single Agreement. All Transactions
are entered into in reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties (collectively
referred to as this “Agreement”), and the parties would not otherwise enter
into any Transactions.


 


2.                                      Obligations


 


(a)                                  General Conditions.


 


(i)                                     Each
party will make each payment or delivery specified in each Confirmation to be
made by it, subject to the other provisions of this Agreement.


 


(ii)                                  Payments
under this Agreement will be made on the due date for value on that date in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where settlement is by
delivery (that is, other than by payment), such delivery will be made for
receipt on the due date in the manner customary for the relevant obligation
unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.


 


(iii)                               Each obligation of each
party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect
to the other party has occurred and is continuing, (2) the condition
precedent that no Early Termination Date in respect of the relevant Transaction
has occurred or been effectively designated and (3) each other applicable
condition precedent specified in this Agreement.


 


B-1-1





















 


value of that which was
(or would have been) required to be delivered as of the originally scheduled
date for delivery, in each case together with (to the extent permitted under
applicable law) interest, in the currency, of such amounts, from (and
including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date,
at the Applicable Rate. Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. The fair
market value of any obligation referred to in clause (b) above shall be
reasonably determined by the party obliged to make the determination under Section 6(e) or,
if each party is so obliged, it shall be the average of the Termination
Currency Equivalents of the fair market values reasonably determined by both
parties.


 


IN WITNESS WHEREOF the
parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.


 


 


	
  Credit
  Suisse First Boston International

  	
  Long
  Beach Mortgage Loan Trust 2005-WL3

  
	
   

  	
   

  
	
   

  	
  By Deutsche Bank
  National Trust Company,

  
	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
  as Trustee on
  behalf of the Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  



 


B-1-2





















 


Cap CSA


 


Elections
and Variables

to the ISDA Credit Support Annex

dated as of November 30, 2005

between


 


	
  Credit
  Suisse First Boston International

  	
  and

  	
  Long Beach Mortgage Loan Trust 2005-WL3

  
	
  (“Party A”)

  	
   

  	
  (“Party B”)

  



 


Paragraph
13.


 


(a)                                  Security Interest for “Obligations”.


 


The term “Obligations”
as used in this Annex includes the following additional obligations:


 


With respect to Party A:                                                              None.


 


With respect to Party B:                                                                None.


 


(b)                                 Credit
Support Obligations.


 


(i)                                     Delivery
Amount, Return Amount and Credit Support Amount.


 


(A)                              “Delivery Amount” has the meaning
specified in Paragraph 3(a), except that the words “upon a demand made by the
Secured Party” shall be deleted and the word “that” on the second line of
Paragraph 3(a) shall be replaced with the word “a”.  Paragraph 4(b) is hereby amended by the
insertion of the words “(i) in respect of a Transfer pursuant to Paragraph
3(b),” immediately prior to the words “if a demand for” and the insertion of
the words “; and (ii) in respect of a Transfer pursuant to Paragraph 3(a),
the relevant Transfer will be made not later than the close of business on the
Local Business Day following the Valuation Date” immediately prior to the
period.


 


(B)                                “Return Amount” has the meaning
specified in Paragraph 3(b).


 


(C)                                “Credit Support Amount” for a
Valuation Date shall mean one of the following depending on whether or not the
specified events have occurred on such Valuation Date:-


 


(i)                                     if
a Collateralization Event has not occurred, or has occurred but is not
continuing, “Credit Support Amount” shall
mean zero (0);


 


(ii)                                  if
a Ratings Event has occurred and is continuing or a Collateralization Event has
occurred other than pursuant to Part 5(b)(1)(C) and is continuing, “Credit Support Amount” shall mean
an amount in USD equal to the greater of (a) the Secured Party’s Exposure
and (b) an amount equal to the Floating Amount payable by Party A in
respect of the first Floating Rate Payer Payment Date scheduled to occur on or
after the date on which the Delivery Amount as a result of such
Collateralization Event is due;


 


(iii)                               if
a Collateralization Event has occurred pursuant to Part 5(b)(1)(C) and
is continuing, “Credit Support Amount” shall
mean an amount in USD equal to the greater of (a) the sum of (i) Party
B’s Exposure  and (ii) the Notional
Volatility Buffer and (b) zero.  “Notional Volatility Buffer”, as
determined by the Valuation Agent for any date, means the product of (i) the
Notional Amount of the Transaction on such date, (ii) multiplied by the
Payment Factor, (iii)


 


B-1-3





















 


multiplied by the Volatility Buffer Percentage for
such date as set out in the table below on such date,


 


	
   Party A S&P Rating on such date

   	
    

   	
   Volatility
   Buffer Percentage

   	
    

   
	
   

  	
   

  	
   

  	
   

  
	
  S&P S-T
  Rating of A-1 or above

  	
   

  	
  0.00

  	
  %

  
	
  S&P S-T
  Rating of A-2 

  	
   

  	
  3.25

  	
  %

  
	
  S&P S-T
  Rating of A-3 

  	
   

  	
  4.00

  	
  %

  
	
  S&P L-T
  Rating of BB+ or lower 

  	
   

  	
  4.50

  	
  %

  



 


L-T Rating means with respect to
any Person, the unsecured, unguaranteed and otherwise unsupported long-term
senior debt obligations of such Person.


 


S-T Rating means
with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of such Person.


 


Payment Factor means 1.


 


(ii)                                  Eligible
Collateral.  On any date, the
following items will qualify as “Eligible Collateral”
for  Party A:


 


	
   

  	
   

  	
   

  	
   

  	
  Valuation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
   

  	
  Cash

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  negotiable debt
  obligations issued after 18 July 1984 by the U.S. Treasury Department
  having a residual maturity on such date of less than 1 year

  	
   

  	
  98.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  negotiable debt
  obligations issued after 18 July 1984 by the U.S. Treasury Department
  having a residual maturity on such date equal to or greater than 1 year but
  less than 5 years

  	
   

  	
  93.6

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
  negotiable debt
  obligations issued after 18 July 1984 by the U.S. Treasury Department
  having a residual maturity on such date equal to or greater than 5 years but
  less than 10 years

  	
   

  	
  89.9

  	
  %

  



 


(iii)                               Other Eligible Support.  None.


 


(iv)                              Thresholds.


 


(A)                              “Independent
Amount” means with respect to Party A: 
Not applicable.


 


“Independent Amount”
means with respect to Party B:  Not
applicable.


 


(B)                                “Threshold”
means with respect to Party A and Party B: 
Not applicable.


 


(C)                                “Minimum
Transfer Amount” means with respect to Party A: USD50,000.


 


“Minimum Transfer Amount”
means with respect to Party B:  Not
applicable.


 


B-1-4





















 


(D)                               Rounding  The Delivery Amount and the Return Amount
will be rounded up and down respectively to the nearest integral multiple of
USD10,000, provided that this “Rounding” provision shall not apply in respect
of any Return Amount payable in respect of any date on which Party B’s Exposure
is less than or equal to zero.


 


(c)                                  Valuation
and Timing.


 


(i)                                     “Valuation
Agent” means Party A. 
Calculations by Party A will be made by reference to commonly accepted
market sources.


 


(ii)                                  “Valuation
Date” means,


 


(A)                              in
the event that (1) no Collateralization Event has occurred, or has
occurred but is not continuing, (2) a Collateralization Event has occurred
other than pursuant to Part 5(b)(1)(C) and is continuing, or (3) two
or more Collateralization Events have occurred pursuant to Part 5(b)(1)(C) and
any other subparagraph of Part 5(b)(1) and are continuing, each Local
Business Day which, if treated as a Valuation Date, would result in a Delivery
Amount or a Return Amount; and


 


(B)                                in
the event that a Collateralization Event has occurred solely pursuant to Part 5(b)(1)(C) and
is continuing, or a Ratings Event has occurred and Party A has not obtained a
substitute counterparty as set forth in Part 5(b)(3) the last Local
Business Day of each calendar week.


 


(iii)                               “Valuation
Time” means the close of business in the city of the Valuation Agent on
the Local Business Day before the Valuation Date or date of calculation, as
applicable, provided that the calculations of Value and Exposure will be made
as of approximately the same time on the same date.


 


(iv)                              “Notification
Time” means 4:00 p.m., London time, on a Local Business Day.


 


(d)                                 Conditions
Precedent and Secured Party’s Rights and Remedies.


 


No events shall constitute a “Specified Condition.”


 


(e)                                  Substitution.


 


(i)                                     “Substitution
Date” has the meaning specified in Paragraph 4(d)(ii).


 


(ii)                                  Consent.  The Pledgor must obtain the Secured Party’s
prior consent to any substitution pursuant to Paragraph 4(d) and shall
give to the Secured Party not less than two (2) Local Business Days’
notice thereof specifying the items of Posted Credit Support intended for
substitution.


 


(f)                                    Dispute
Resolution.


 


(i)                                     “Resolution
Time” means 4:00 p.m. London time on the Local Business Day
following the date on which the notice of the dispute is given under Paragraph
5.


 


(ii)                                  Value.  For the purpose of Paragraphs 5(i)(C) and
5(ii), on any date, the Value of Eligible Collateral and Posted Collateral will
be calculated as follows:


 


(A)                              with
respect to any Cash; the amount thereof; and


 


(B)                                with
respect to any Eligible Collateral comprising securities; the sum of (a)(x) the
last bid price on such date for such securities on the principal national
securities exchange on which such securities are listed, multiplied by the
applicable Valuation Percentage or (y) where any such securities are not listed
on a national securities exchange, the bid price for such securities quoted as
at the close of business on such date by any principal market maker for such
securities chosen by the Valuation Agent, multiplied by the applicable


 


B-1-5





















 


Valuation Percentage or (z) if no such bid price is
listed or quoted for such date, the last bid price listed or quoted (as the
case may be), as of the day next preceding such date on which such prices were
available; multiplied by the applicable Valuation Percentage; plus (b) the
accrued interest on such securities (except to the extent that such interest
shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or
included in the applicable price referred to in subparagraph (a) above) as
of such date.


 


(iii)                               Alternative.  The provisions of Paragraph 5 will apply
provided the obligation of the appropriate party to deliver the undisputed
amount to the other party will not arise prior to the time that would otherwise
have applied to the Transfer pursuant to, or deemed made, under Paragraph 3 if
no dispute had arisen.


 


(g)                                 Holding
and Using Posted Collateral.


 


(i)                                     Eligibility
to Hold Posted Collateral; Custodians:


 


The Trustee (as defined in the PSA) will be entitled
to hold Posted Collateral pursuant to Paragraph 6(b).


 


(ii)                                  Use
of Posted Collateral.  The
provisions of Paragraph 6(c) will not apply to Party B.  Therefore, Party B will not have any of the
rights specified in Paragraph 6(c)(i) or 6(c)(ii).


 


(h)                                 Distributions
and Interest Amount.


 


(i)                                     Interest
Rate.   The “Interest Rate” will be the
annualized rate of return actually achieved on Posted Collateral in the form of
Cash during the relevant Interest Period.


 


(ii)                                  Transfer of Interest Amount.  The Transfer of the Interest Amount will be
made on any Local Business Day on which Posted Collateral in the form of Cash
is Transferred to the Pledgor pursuant to Paragraph 3(b).


 


(iii)                               Alternative to Interest Amount.  The provisions of Paragraph 6(d)(ii) will
apply and for the purposes of calculating the Interest Amount the amount of
interest calculated for each day of the Interest Period shall be compounded
daily.


 


(i)                                     Additional
Representation(s).


 


There are no additional representations by either
party.


 


(j)                                     Demands
and Notices.


 


All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement, save
that any demand, specification or notice:


 


(i)                                     shall
be given to or made at the following addresses:


 


	
  If to Party A:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
  One Cabot Square

  
	
   

  	
   

  	
   

  	
  London E14 4QJ

  
	
   

  	
   

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
  44 20 7888 3083

  
	
   

  	
  Facsimile:

  	
   

  	
  44 20 7883 7987

  
	
   

  	
  Attention:

  	
   

  	
  Collateral Management
  Unit

  



 


B-1-6





















 


	
  If to Party B:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  As set forth in Part 4(a) of
  the Schedule;

  



 


or at such other address as the relevant party may
from time to time designate by giving notice (in accordance with the terms of
this paragraph)  to the other party;


 


(ii)                                  shall
(unless otherwise stated in this Annex) be deemed to be effective at the time
such notice is actually received unless such notice is received on a day which
is not a Local Business Day or after the Notification Time on any Local
Business Day in which event such notice shall be deemed to be effective on the
next succeeding Local Business Day.


 


(k)                                  Address
for Transfers.


 


Party A:  To be
notified to Party B by Party A at the time of the request for the Transfer.


 


Party B: 
[Please provide account details for Transfers.]


 


(l)                                     Other
Provisions.


 


(i)                                     Additional
Definitions


 


As used in this Annex:


 


“Equivalent Collateral” means, with respect to any security constituting Posted
Collateral, a security of the same issuer and, as applicable, representing or
having the same class, series, maturity, interest rate, principal amount or
liquidation value and such other provisions as are necessary for that security
and the security constituting Posted Collateral to be treated as equivalent in
the market for such securities;


 


“Local Business Day” means: (i) any day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in London, and (ii) in relation to a Transfer of Eligible
Collateral, a day on which the clearance system agreed between the parties for
the delivery of Eligible Collateral is open for acceptance and execution of
settlement instructions (or in the case of a Transfer of Cash or other Eligible
Collateral for which delivery is contemplated by other means, a day on which
commercial banks are open for business (including dealings for foreign exchange
and foreign currency deposits) in New York and such other places as the parties
shall agree);


 


(ii)                                  Transfer
Timing


 


(a)                                  Paragraph
4(b) shall be deleted and replaced in its entirety by the following
paragraph:


 


“Subject to Paragraphs 4(a) and 5 and unless
otherwise specified, if a demand for the Transfer of Eligible Credit Support or
Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the second Local
Business Day thereafter; if a demand is made after the Notification Time then
the relevant Transfer will be made not later than the close of business on the
third Local Business Day thereafter.”


 


(b)                                 Paragraph
6(d)(1) shall be amended so that the reference therein to “the following
Local Business Day” shall be replaced by reference to “the second Local
Business Day thereafter”.


 


B-1-7





















 


(iii)                               Events
of Default


 


Paragraph 7 shall be deleted and replaced in its
entirety by the following paragraph:


 


“For the purposes of Section 5(a)(i) of this
Agreement, an Event of Default will exist with respect to a party if that party
fails (or fails to cause its Custodian) to make, when due, any Transfer of
Posted Credit Support or the Interest Amount, as applicable, required to be
made by it and that failure continues for two Local Business Days after the
notice of that failure is given to that party”.


 


(iv)                              Return
of Fungible Securities


 


In lieu of returning to the Pledgor pursuant to
Paragraphs 3(b), 4(d), 5 and 8(d) any Posted Collateral comprising
securities the Secured Party may return Equivalent Collateral.


 


(v)                                 Covenants of the Pledgor


 


So long as the Agreement is in effect, the Pledgor
covenants that it will keep the Posted Collateral free from all security
interests or other encumbrances created by the Pledgor, except the security
interest created hereunder and any security interests or other encumbrances
created by the Secured Party; and will not sell, transfer, assign, deliver or
otherwise dispose of, or grant any option with respect to any Posted Collateral
or any interest therein, or create, incur or permit to exist any pledge, lien,
mortgage, hypothecation, security interest, charge, option or any other
encumbrance with respect to any Posted Collateral or any interest therein,
without the prior written consent of the Secured Party.


 


(vi)                              No Counterclaim


 


A party’s rights to demand and receive the Transfer of
Eligible Collateral as provided hereunder and its rights as Secured Party
against the Posted Collateral or otherwise shall be absolute and subject to no
counterclaim, set-off, deduction or defense in favor of the Pledgor except as
contemplated in Sections 2 and 6 of the Agreement and Paragraph 8 of this
Annex.


 


(vii)                           Holding Collateral


 


The Secured Party shall cause any Custodian appointed
hereunder to open and maintain a segregated account and to hold, record and
identify all the Posted Collateral in such segregated account and, subject to
Paragraphs 6(c) and 8(a), such Posted Collateral shall at all times be and
remain the property of the Pledgor and shall at no time constitute the property
of, or be commingled with the property of, the Secured Party or the Custodian.


 


(viii)                        Security and Performance


 


Eligible Collateral Transferred to the Secured Party
constitutes security and performance assurance without which the Secured Party
would not otherwise enter into and continue any and all Transactions.


 


(ix)                                Agreement as to Single Secured Party and Pledgor


 


Party A and Party B agree that, notwithstanding
anything to the contrary in the recital to this Annex, Paragraph 1(b),
Paragraph 2 or the definitions in Paragraph 12, (a) the term “Secured Party” as used in this
Annex means only Party B, (b) the term “Pledgor”
as used in this Annex means only Party A, (c) only Party A makes the
pledge and grant in Paragraph 2, the acknowledgment in the final sentence of
Paragraph 8(a) and the representations in Paragraph 9 and (d) only
Party A will be required to make Transfers of Eligible Credit Support
hereunder.


 


B-1-8





















 


(x)                                   External Verification of Mark-to-Market Valuations.


 


Every month after a Collateralization Event has
occurred pursuant to Part 5(b)(1)(C) and is continuing, then, unless
otherwise agreed in writing with S&P, Party A will verify its determination
of Exposure of the Transaction on the next Valuation Date by seeking quotations
from two (2) Reference Market-makers for their determination of Exposure
of the Transaction on such Valuation Date and the Valuation Agent will use the
greater of either (a) its own determination or (b) the highest
quotation for a Reference Market-maker, if applicable, for the next Valuation
Date; provided, that this Paragraph 13(l)(xi) shall only apply to the extent
that the  Offered Certificates
outstanding at such time (as defined in the PSA) are rated higher by S&P
than the S&P L-T Rating of Party A; and provided further, that Party A
shall not seek verification of its determination of Exposure as described above
from the same Reference Market-maker more than four times in any twelve-month
period.


 


B-1-9





















 


 


	
  CREDIT
  SUISSE FIRST BOSTON

  INTERNATIONAL

  	
  LONG
  BEACH MORTGAGE LOAN TRUST

  2005-WL3

   

  By
  Deutsche Bank National Trust Company, not in

  its individual capacity but solely as Trustee on

  behalf of Long Beach Mortgage Loan Trust 2005-

  WL3

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Authorized
  Signatory

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Authorized
  Signatory

  	
  Title:

  
							



 


B-1-10





















 


Schedule

to the

Master Agreement


 


dated as of November 30,
2005


 


between


 


	
  Credit
  Suisse First Boston International

  	
  and

  	
  Long Beach Mortgage Loan Trust 2005-WL3

  
	
  (“Party A”)

  	
   

  	
  (“Party B”)

  



 


Part 1

Termination Provisions


 


In this Agreement:-


 


(a)                                  Specified
Entity.  “Specified Entity” shall
have no meaning in relation to Party A or Party B.


 


(b)                                  Specified
Transaction.  “Specified Transaction”
shall have the meaning specified in Section 14.


 


(c)                                  Certain
Events of Default.  The following
Events of Default will apply to the parties as specified below, and the
definition of “Event of Default” in Section 14 is deemed to be modified
accordingly:


 


Section 5(a)(i) (Failure To Pay or Deliver)
will apply to Party A and will apply to Party B.


Section 5(a)(ii) (Breach of Agreement) will
not apply to Party A or to Party B.


Section 5(a)(iii) (Credit Support Default)
will not apply to Party A or Party B provided that Section 5(a)(iii) will
apply to Party B to the extent that, and for so long as, Party A has posted
collateral under the Credit Support Annex attached hereto.


Section 5(a)(iv) (Misrepresentation) will
not apply to Party A or to Party B.


Section 5(a)(v) (Default Under Specified
Transaction) will not apply to Party A or Party B.


Section 5(a)(vi) (Cross Default) will not
apply to Party A or to Party B.


Section 5(a)(vii) (Bankruptcy) will apply to
Party A and will apply to Party B, provided that Section 5(a)(vii)(2) will
not apply to Party B.


Section 5(a)(viii) (Merger Without
Assumption) will apply to Party A and will not apply to Party B.


 


(d)                                  Termination
Events.  The “Illegality” provision
of Section 5(b)(i), the “Tax Event” provision of Section 5(b)(ii),
the “Tax Event Upon Merger” provision of Section 5(b)(iii) will apply
to Party A and to Party B and the “Credit Event Upon Merger” provision  of Section 5(b)(iv) will apply to
Party A.  Notwithstanding the terms of
Sections 5 and 6, if Party B has satisfied its payment obligations under Section 2(a)(i) of
this Agreement, then, unless Party A is required pursuant to appropriate
proceedings to return to Party B or otherwise returns to Party B upon demand of
Party B any portion of such payment or posts collateral to Party B pursuant to
the Credit Support Annex attached hereto, (a) the occurrence of an event
described in Section 5(a) of this Agreement with respect to Party B
shall not constitute an Event of Default or Potential Event of Default with
respect to Party B as the Defaulting Party and (b) Party A shall only be
entitled to designate an Early Termination Event pursuant to Section 6 of
this Agreement as a result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of this Agreement with respect to Party A as the
affected Party or Section 5(b)(iii) of this Agreement with respect to
Party A as the Burdened Party.  For the
purposes of each Transaction which forms part of this Agreement and for as long
as Party A has posted no collateral under the Credit Support Annex attached
hereto, Party B’s only obligation under Section 2(a)(i) of this
Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date.


 


(e)                                  Automatic
Early Termination.  The “Automatic
Early Termination” provision of Section 6(a) will not apply to Party
A or Party B.


 


B-1-11





















 


(f)                                    Payments
on Early Termination.  For the
purpose of Section 6(e), the Second Method and Market Quotation will
apply.


 


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


 


(h)                                 Additional
Termination Event.  The following
shall be an Additional Termination Event with respect to Party A as the sole
Affected Party:-


 


Counterparty Rating Agency
Downgrade.


 


(i)                                     If
a Ratings Event (as defined below) occurs with respect to Party A (or any
applicable Credit Support Provider), then Party A shall, within thirty (30)
days of such Ratings Event, and at its own expense (unless, within 30 days of
such Ratings Event, each of Standard and Poor’s Ratings Services, a Division of
McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc.
(“Moody’s”) and Fitch, Inc. (“Fitch”) (each a “Rating Agency”) has
reconfirmed the rating of the Certificates that was in effect immediately prior
to such Ratings Event), (A) assign this Transaction hereunder to a third
party that meets or exceeds, or as to which any applicable Credit Support
Provider of such third party meets or exceeds, the Approved Ratings Threshold
(as defined below) on terms substantially similar to this Confirmation, (B) deliver
collateral satisfactory to S&P pursuant to an ISDA Credit Support Annex
(subject to New York Law) with a form of Paragraph 13 in the form annexed
hereto (the “CSA”), (C) obtain, subject to an S&P Confirmation, a
guaranty of Party A’s obligations under this Transaction, or (D) establish,
subject to an S&P Confirmation (as defined below), any other arrangement
which will be sufficient to restore the immediately prior ratings of the
Certificates.  For purposes of this
Transaction, a “Ratings Event” shall occur with respect to Party A (or any
applicable Credit Support Provider), if its ratings fall below the Approved
Ratings Threshold.  “Approved Rating
Threshold” means the relevant party’s short-term unsecured and unsubordinated
debt is rated at least “A-1” by S&P (or, if such party, or any applicable
Credit Support Provider, does not have a short-term rating from S&P, then
its long-term unsecured and unsubordinated debt ceases to be rated at least “A”
by S&P), its short term unsecured and unsubordinated debt is rated at least
“P2” by Moody’s (or, if such party, or any applicable Credit Support Provider,
does not have a short term rating from Moody’s, the unsecured, unguaranteed and
otherwise unsupported long-term senior debt obligations are rated at least “Aa3”
by Moody’s (and if rated “Aa3” by Moody’s, such rating is not on watch for
possible downgrade)) and its short-term unsecured and unsubordinated debt
ceases to be rated “F-1” by Fitch (or if such party, or any applicable Credit
Support Provider, does not have a short-term rating from Fitch, the unsecured,
unguaranteed and otherwise unsupported long-term debt is rated “A” by Fitch).


 


(ii)                                  If
Party A’s (or any applicable Credit Support Provider) long-term unsecured and
unsubordinated debt ceases to be rated at least “BBB-” or Party A’s (or any
applicable Credit Support Provider) short-term unsecured and unsubordinated
debt ceases to be rated at least “A-3” or such rating is withdrawn by S&P,
then Party A shall, within ten (10) days of such downgrade or
withdrawal  and at its own expense
(unless, within 10 days of such downgrade, each Rating Agency has reconfirmed
the rating of the Certificates that was in effect immediately prior to such downgrade)
(A) assign this Transaction hereunder to a third party that meets or
exceeds, or as to which any applicable Credit Support Provider of such third
party meets or exceeds, the Approved Ratings Threshold on terms substantially
similar to this Confirmation or (B) obtain, subject to an S&P  Confirmation, a guaranty of Party A’s
obligations under this Transaction from a third party..  “S&P Confirmation” means, with respect to
any particular proposed act or omission to act hereunder that the party acting
or failing to act must consult with S&P and receive from S&P a prior
confirmation that the proposed action or inaction would not cause a downgrade
or withdrawal of the then-current rating of the Certificates.


 


B-1-12





















 


Part 2

Tax Representations


 


(a)                                  Payer
Tax Representations.  For the purpose
of Section 3(e), Party A and Party B each makes the following
representation:-


 


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)) 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 representation made by the other party pursuant to Section 3(f);


 


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


 


(iii)                               the
satisfaction of the agreement of the other party contained in Section 4(d);


 


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 to its legal or commercial position.


 


(b)                                  Payee
Tax Representations.  For the purpose
of Section 3(f),


 


(i)                                     Party
A makes the following representation to Party B:


 


(A)                              Party
A is entering into each Transaction in the ordinary course of its trade as, and
is, a recognized UK bank as defined in Section 840A of the UK Income and
Corporation Taxes Act of 1988.


 


(B)                                Party
A has been approved as a Withholding Foreign Partnership by the US Internal
Revenue Service.


 


(C)                                Party
A’s Withholding Foreign Partnership Employer Identification Number is 98-0330001.


 


(D)                               Party
A is a partnership that agrees to comply with any withholding obligation under Section 1446
of the Internal Revenue Code.


 


(ii)                                  Party
B makes no Payee Tax Representations.


 


B-1-13





















 


Part 3

Agreement to Deliver Documents


 


Each party agrees to
deliver the following documents as applicable:-


 


(a)                                  For
the purpose of Section 4(a)(i), tax forms, documents or certificates to be
delivered are:- None


 


(b)                                 For
the purpose of Section 4(a)(ii), other documents to be delivered are:-


 


	
   Party required to

   deliver document

   	
    

   	
   Form/Document/

   Certificate

   	
    

   	
   Date by which to be

   delivered

   	
    

   	
   Covered by Section

   3(d) Representation

   
	
    

   	
    

   	
    

   	
    

   	
    

   	
    

   	
    

   
	
  Party A and
  Party B

  	
   

  	
  Evidence
  reasonably satisfactory to the other party as to the names, true signatures
  and authority of the officers or officials signing this Agreement or any
  Confirmation on its behalf

  	
   

  	
  Upon execution
  this Agreement and, if requested, upon execution of any Confirmation

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  Certified copies
  of the charter and by-laws of such party (or a resolution containing excerpts
  of such party’s by-laws), and of the resolutions of the board of directors of
  such party, or other applicable document, authorizing the execution and
  delivery of this Agreement and each Confirmation by such party

  	
   

  	
  At or promptly
  following execution of this Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  An opinion of
  counsel to such party reasonably satisfactory in form and substance to the
  other party. 

  	
   

  	
  Upon execution
  of this Agreement

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  All opinions of
  counsel to Party B and counsel to the Servicer, delivered as of the Closing
  Date

  	
   

  	
  Upon execution
  of this Agreement

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  An executed copy
  of the PSA

  	
   

  	
  Upon request

  	
   

  	
  No

  



 


B-1-14





















 


	
   Party required to

   deliver document

   	
    

   	
   Form/Document/

   Certificate

   	
    

   	
   Date by which to be

   delivered

   	
    

   	
   Covered by Section

   3(d) Representation

   
	
    

   	
    

   	
    

   	
    

   	
    

   	
    

   	
    

   
	
  Party B

  	
   

  	
  Such other
  information in connection with the Certificates or the PSA in the possession
  of Party B as Party A may reasonably request.

  	
   

  	
  Upon request

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  A copy of the
  annual report for such party containing audited or certified financial
  statements for the most recently ended financial year

  	
   

  	
  Upon request, as
  soon as publicly available

  	
   

  	
  Yes

  



 


B-1-15





















 


Part 4

Miscellaneous


 


(a)                                  Addresses
for Notices.  For the purpose of Section 12(a):-


 


(i)                                     (1)                                  Address
for notices or communications to Party A (other than by facsimile):-


 


	
  Address:

  	
  One Cabot Square

  London E14 4QJ

  England

  	
  Attention:

  	
  (1)          Head of Credit Risk
  Management;

  (2)          Managing Director -
  Operations Department;

  (3)          Managing Director - Legal Department

  
	
   

  	
   

  	
   

  	
   

  
	
  Telex No.:

  	
  264521

  	
  Answerback:

  	
  CSFBI G

  



 


(For all purposes.)


 


(2)                                  For
the purpose of facsimile notices or communications under this Agreement (other
than a notice or communication under Section 5 or 6):-


 


	
  Facsimile No.:

  	
   

  	
  020 7888 2686

  
	
  Attention:

  	
   

  	
  Managing Director -
  Legal Department

  



 


Telephone number for oral confirmation of receipt of
facsimile in legible form:  020 7888 2028


Designated responsible employee for the purposes of Section 12(a)(iii):  Senior Legal Secretary


 


(ii)                                  Address
for notices or communications to Party B:-


 


	
  Address:

  	
  c/o Deutsche
  Bank National Trust Company,

  1761 East St.
  Andrew Place,

  Santa Ana,
  California 92705-4934

  	
  Attention:

  	
  LB05W3

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:

  	
  714-247-6000

  	
   

  	
   

  



 


(For all purposes.)


 


With copies to:–


 


	
  Address:

  	
  Credit Suisse
  First Boston LLC

  11 Madison
  Avenue

  New York,
  N.Y.  10010

  United States

  	
  Attention:

  	
  Joseph Little

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:

  	
  (212) 325-4917

  	
  Facsimile No.:

  	
  (212) 742-5181

  



 


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


 


Party A appoints as its Process Agent:- Credit Suisse
First Boston LLC, Eleven Madison Avenue, New York, NY 10010 (Attention:-
General Counsel, Legal and Compliance Department)


 


Party B appoints as its Process Agent:- Not
Applicable.


 


(c)                                  Offices.  The provisions of Section 10(a) will
apply to this Agreement.


 


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


 


Party A is not a Multibranch Party.


 


Party B is not a Multibranch Party.


 


B-1-16





















 


(e)                                  Calculation
Agent.  The Calculation Agent is
Party A.


 


(f)                                    Credit
Support Document.   Details of any
Credit Support Document:


 


With respect to Party A:  The Credit Support Annex.


 


With respect to Party B:  None.


 


(g)                                 Credit
Support Provider.


 


Credit Support Provider means in relation to Party A: Not applicable.


 


Credit Support Provider means in relation to Party B: Not applicable.


 


(h)                                 Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New York (without
reference to choice of law doctrine other than New York General Obligation Law
Sections 5-1401 and 5-1402).


 


(i)                                    Netting
of Payments.  Section 2(c)(ii) of
this Agreement will not apply to the Transactions.


 


(j)                                    Affiliate.  Affiliate will have the meaning specified in Section 14,
provided that Party B shall be deemed to have no Affiliates.


 


B-1-17





















 


Part 5

Other Provisions


 


(a)                                  Definitions.


 


Capitalized terms used in this Agreement that are not
otherwise defined herein and are defined in the Pooling  Agreement shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement dated as of November 1,
2005 between Long Beach Securities Corp. as Depositor, Long Beach Mortgage
Company as Seller and Master Servicer and Deutsche Bank National Trust Company,
as Trustee for the Trust (the “Trustee”) as
amended from time to time (the “PSA”).  In the event of an inconsistency between the
terms in the PSA and this Agreement, this Agreement shall govern.


 


(b)                                  Independent Reliance. 
The parties agree to amend Section 3 of this Agreement by the
addition of the following provision at the end thereof and marked as subsection (g).


 


“(g)                           Independent
Reliance.   Party A is entering into
this Agreement and will enter into each Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems necessary and
not upon any view expressed by the other party. 
Party B is entering into this Agreement and will enter into each
Transaction in reliance upon the direction of the Depositor and not upon any
view expressed by the other party.”


 


(c)                                  Change
of Account.  Section 2(b) of
this Agreement is hereby amended by the addition of the following after the
word “delivery” in the first line thereof:-


 


“to another account in the same legal and tax
jurisdiction as the original account”


 


(d)                                  Consent
to Recording. Each party (i) consents to
the recording of the telephone conversations of trading and marketing personnel
of the parties in connection with this Agreement or any potential transaction
and (ii) if applicable, agrees to obtain any necessary consent of, and
give notice of such recording to, such personnel.


 


(e)                                  Waiver
of Right to Trial by Jury.  Each
party waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect of any suit, action or proceeding
relating to this Agreement or any Credit Support Document.  Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such other party would
not, in the event of such a suit action or proceeding, seek to enforce the foregoing
waiver and (ii) acknowledges that it and the other party have been induced
to enter into this Agreement and provide for any Credit Support Document, as
applicable by, among other things, the mutual waivers and certifications in
this Section.


 


(f)                                    Non-Petition. Without impairing any right afforded
to it under the PSA as a third-party beneficiary, Party A agrees that it shall
not institute against, or join any other person in instituting against, Party B
any bankruptcy, reorganization, arrangement, insolvency, moratorium or
liquidation proceedings or other proceedings under U.S. Federal or state
bankruptcy or similar laws (of any other jurisdiction) until at least one year
and one day (or, if longer, the applicable preference period) after the payment
in full of all of the Certificates issued under the PSA.


 


(g)                                 Transfer.  Section 7 is hereby amended to read in
its entirety as follows:


 


Except as stated under Section 6(b)(ii), neither
Party A nor Party B is permitted to assign, novate or transfer (whether by way
of security or otherwise) as a whole or in part any of its rights, obligations
or interests under this Agreement or any Transaction without the prior written
consent of the other party; provided, however, that (i) Party A may make such a transfer of
this Agreement pursuant to a consolidation or amalgamation with, or merger with
or into, or transfer of substantially all of its assets to, another entity, or
an incorporation, reincorporation or reconstitution, and (ii) Party A may
transfer this Agreement to any Person that is an office, branch or affiliate of
Party A (any such Person, office, branch or affiliate, a Transferee)
on at least five Business Days’ prior written notice to Party B; provided that, with respect to clause (ii), (A) as of
the date of such transfer the Transferee will not be required to withhold or
deduct on


 


B-1-18





















 


account of a Tax from any payments under this
Agreement unless the Transferee will be required to make payments of additional
amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect
of such Tax; (B) a Termination Event or Event of Default does not occur
under this Agreement as a result of such transfer; (C) such notice is
accompanied by a written instrument pursuant to which the Transferee acquires
and assumes the rights and obligations of Party A so transferred; and (D) Party
A will be responsible for any costs or expenses incurred in connection with
such transfer.  Party B will execute such
documentation as is reasonably deemed necessary by Party A for the effectuation
of any such transfer.  Notwithstanding
the foregoing, no such transfer shall be made unless the transferring party
obtains a written acknowledgment from S&P that, notwithstanding such
transfer, the then-current ratings of the Certificates will not be reduced or
withdrawn, provided that to the extent Party
A makes a mutatis mutandis transfer pursuant to Section 6(b)(ii),
the foregoing requirement regarding written acknowledgement shall not apply and
Party A will only be required to provide a prior written notice to S&P of
such transfer.


 


Except as specified otherwise in the documentation
evidencing a transfer, a transfer of all the obligations of Party A made in
compliance with this Section 7 will constitute an acceptance and
assumption of such obligations (and any related interests so transferred) by
the Transferee, a novation of the transferee in place of Party A with respect
to such obligations (and any related interests so transferred), and a release
and discharge by Party B of Party A from, and an agreement by Party B not to
make any claim for payment, liability, or otherwise against Party A with
respect to, such obligations from and after the effective date of the transfer.


 


(h)                                 Notice
of Certain Events or Circumstances. 
Each party agrees, upon learning of the occurrence or existence of any
event or condition that constitutes (or that with the giving of notice or
passage of time or both would constitute) an Event of Default or Termination
Event with respect to such party, promptly to give the other party notice of
such event or condition (or, in lieu of giving notice of such event or
condition in the case of an event or condition that with the giving of notice
or passage of time or both would constitute an Event of Default or Termination
Event with respect to the party, to cause such event or condition to cease to
exist before becoming an Event of Default or Termination Event); provided that
failure to provide notice of such event or condition pursuant to this Part 5(j)
shall not constitute an Event of Default or a Termination Event.


 


(i)                                    Regarding
Party A.  Party B acknowledges and
agrees that Party A has had and will have no involvement in and, accordingly
Party A accepts no responsibility for:  (i) the
establishment, structure, or choice of assets of the Party B; (ii) the
selection of any person performing services for or acting on behalf of Party B;
(iii) the selection of Party A as the Counterparty; (iv) the terms of
the Certificates; (v) the preparation of or passing on the disclosure and
other information contained in any offering circular for the Certificates, the
PSA, or any other agreements or documents used by any party in connection with
the marketing and sale of the Certificates (other than information provided by
Party A for purposes of the disclosure document relating to the Certificates); (vi) the
ongoing operations and administration of the Trust, including the furnishing of
any information to Party B which is not specifically required under this
Agreement; or (vii) any other aspect of the Trust’s existence.


 


(j)                                    Set-off.  Without
affecting the provisions of this Agreement requiring the calculation of certain
net payment amounts, all payments under this Agreement will be made without
set-off or counterclaim, except that if the Trust fails to make a payment under
this Agreement to Party A, Party A will be entitled to set off against its
obligations under this Agreement the amounts owed under this Agreement by the
Trust to Party A but unpaid as of the date of any payment made by Party A to
the Trust.  The provisions for set-off
set forth in Section 6(e) of this Agreement shall not apply for
purposes of this Transaction.


 


(k)                                Limitation
of Liability.  It is expressly
understood and agreed by the parties hereto that (i) this Agreement is
executed and delivered by the Trustee not in its individual capacity but solely
as Trustee of the Long Beach Mortgage Loan Trust 2005-WL3  (the “Trust”) under
the PSA, in the exercise of the powers and authority conferred upon and vested
in it thereunder, (ii) each of the representations, warranties, covenants,
undertakings and agreements herein made on the part of Party B has not
been  made or intended as a
representation, warranty, covenant, undertaking or agreement by Deutsche Bank
National Trust Company, in its individual capacity, but is made and intended
for the purpose of binding only the Trust in accordance with the terms of the
PSA, (iii) nothing herein contained shall be construed as creating any liability
on Deutsche Bank National Trust Company, in its individual capacity, to perform
any covenant either


 


B-1-19





















 


expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (iv) under no
circumstances shall Deutsche Bank National Trust Company, in its individual
capacity, be liable for the payment of any indebtedness or expenses of Party B
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by Party B under this Agreement or any
other related document, as to all of which recourse shall be had solely to the
assets of the Trust in accordance with the terms of the PSA.


 


(l)                                    Jurisdiction. Section 13(b) is hereby amended by: (i) deleting
in the second line of subparagraph (i) thereof the word “non-” and (ii) deleting
the final paragraph thereof.


 


(m)                              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 illegal, 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 illegal, 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 to this Agreement.


 


(n)                                 Section 3(a) of
this Agreement is hereby amended to include the following additional
representations after paragraph 3(a)(v):


 


(vi)                              Eligible Contract Participant. It is
an “eligible contract participant” as defined in section 1a(12) of the
U.S. Commodity Exchange Act.


 


(vii)                           Individual Negotiation. This
Agreement and each Transaction hereunder is subject to individual negotiation
by the parties.


 


(viii)                        Relationship between Party A and Party B.
Subject as provided in Part 5(g), each of Party A and Party B will be
deemed to represent to the other on the date on which it enters into a
Transaction or an amendment thereof that (absent a written agreement between
Party A and Party B that expressly imposes affirmative obligations to the
contrary for that Transaction):


 


(1)                                  Principal. It is acting as principal
and not as agent when entering into this Agreement and each Transaction.


 


(2)                                  Non-Reliance. It is acting for its
own account and it has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of the
other party as investment advice or as a recommendation to enter into that
Transaction; it being understood that information and explanations related to
the terms and conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that 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 that Transaction.


 


(3)                                  Evaluation and Understanding. It is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and each Transaction hereunder. It is
also capable of assuming, and assumes, all financial and other risks of this
Agreement and each Transaction hereunder.


 


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


 


B-1-20





















 


IN WITNESS WHEREOF, the
parties have executed this Schedule by their duly authorized representatives
as of the date of the Agreement.


 


	
  CREDIT
  SUISSE FIRST BOSTON

  INTERNATIONAL

  	
  LONG
  BEACH MORTGAGE LOAN TRUST

  2005-WL3

   

  By
  Deutsche Bank National Trust Company, not in

  its individual capacity but solely as Trustee on

  behalf of Long Beach Mortgage Loan Trust 2005-

  WL3

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
							



 


B-1-21





















 


	
  

  	
   

  
	
  CREDIT SUISSE
  FIRST BOSTON INTERNATIONAL

  
	
   

  
	
  One Cabot
  Square,

  	
   

  	
  Telephone 020
  7888 8888

  
	
  London E14 4QJ

  	
   

  	
  www.csfb.com

  



 


Facsimile
Cover Sheet


 


 


	
  To:

  	
  Long Beach Mortgage
  Loan Trust 2005-WL3

  
	
   

  	
   

  
	
  Attention:

  	
  Heakyung Chung, CSFBi
  Marketer

  
	
   

  	
   

  
	
  Fax number:

  	
  To be hand delivered by
  Heakyung Chung

  
	
   

  	
   

  
	
  Date:

  	
  30 November 2005

  
	
   

  	
   

  
	
  Pages (including
  cover page):

  	
  7

  



 


Our Reference No:
External ID: 53092886 / Risk ID: 447361713 & 447361718


 


Credit Suisse First
Boston International has entered into a transaction with you as attached.  Please find attached a letter agreement (the “Confirmation”)
which confirms the terms and conditions of the above transaction.


 


If you agree with the
terms specified therein, please arrange for the
Confirmation to be signed by your authorised signatories and return
a signed copy to this office to the facsimile listed below. 


 


	
  For
  Interest Rate Products:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
  For
  Equity Derivatives:

  Telephone numbers: (212) 538-4437 / (212) 538-8297 /

  (212) 325-5119

  Facsimile number: (212)
  325-8173

  
	
   

  	
   

  
	
  For
  Credit Derivatives:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
   

  



 


We are delighted to have
entered into this transaction with you.


 


 


 


CONFIDENTIALITY NOTICE:
This facsimile is intended only for the use of the individual or entity to
which it is addressed and may contain information which is privileged and
confidential. If the reader of this message is not the intended recipient or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by telephone and return
the original message to us by mail. Thank you.


 


B-1-22





















 


30 November 2005


 


Long Beach Mortgage Loan
Trust 2005-WL3


 


External ID: 53092886


 


Dear Sirs,


 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions
of the Swap Transaction entered into between us on the Trade Date specified
below (the “Swap Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.


 


In this Confirmation “CSFBi”
means Credit Suisse First Boston International and “Counterparty” means Long
Beach Mortgage Loan Trust 2005-WL3.


 


1.                                       The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In
the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.


 


This Confirmation supplements, forms part of, and is
subject to, the 1992 ISDA Master Agreement dated as of 30 November 2005 as
amended and supplemented from time to time (the “Agreement”), between you and
us.  All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.


 


CSFBi and Counterparty each represents to the other
that it has entered into this Swap Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems necessary and
not upon any view expressed by the other.


 


Terms used
herein and not defined herein, in the 2000 ISDA Definitions or the Agreement
shall have the meanings ascribed to such terms in the Pooling and Servicing
Agreement, dated as of November 1, 2005 (the “PSA”), among Long Beach
Securities Corp., as Depositor, Long Beach Mortgage Company, as Master
Servicer, and Deutsche Bank Trust Company, as Trustee.


 


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


 


	
  Transaction Type:

  	
   

  	
  Rate Cap Transaction

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  USD 920,274,826, subject to amortization as set out in the Additional
  Terms

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  21 November 2005

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  30 November 2005

  



 


B-1-23





















 


	
  Termination
  Date:

  	
   

  	
  25 February 2009,
  subject to adjustment in accordance with the Modified Following Business Day
  Convention

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer

  	
   

  	
   

  
	
  Payment
  Date:

  	
   

  	
  30 November 2005,
  subject to adjustment in accordance with the Following Business Day
  Convention

  
	
   

  	
   

  	
   

  
	
  Fixed
  Amount:

  	
   

  	
  USD 246,000

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Amount

  	
   

  	
   

  
	
  Payer:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 25th of
  each month, commencing on 25 January 2006, and ending on the Termination
  Date, inclusive, subject to adjustment in accordance with the Modified
  Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Cap
  Rate:

  	
   

  	
  See Additional Terms

  
	
   

  	
   

  	
   

  
	
  Initial Calculation

  	
   

  	
   

  
	
  Period

  	
   

  	
  From and including 27 December 2005 up to but
  excluding the Payment Date scheduled to occur on 25 January 2006.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Option:

  	
   

  	
  USD-LIBOR-BBA, subject
  to a maximum rate of 10.24%

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  1 month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Day
  Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The first day of each
  Calculation Period

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  New York

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Account Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments
  to CSFBi:

  	
   

  	
  As advised separately
  in writing

  
	
   

  	
   

  	
   

  
	
  Payments
  to

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  As advised separately in
  writing

  



 


B-1-24





















 


For the purpose of
facilitating this Transaction, an Affiliate of CSFBi, which is organized in the
United States of America (the “Agent”), has acted as agent for CSFBi.  The Agent is not a principal with respect to
this Transaction and shall have no responsibility or liability to the parties
as a principal with respect to this Transaction.


 


Credit Suisse First
Boston International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal.  The time at which the above transaction was
executed will be notified to Counterparty on request.


 


B-1-25





















 


ADDITIONAL
TERMS


 


	
  Calculation Period up to

  but excluding the

  Payment Date scheduled

  to occur on:

  	
   

  	
  Notional Amount:

  	
   

  	
  Cap Rate:

  	
   

  	
  Maximum

  Floating

  Rate:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-January-2006

  	
   

  	
   

  	
  USD

  	
   920,274,826

  	
   

  	
  6.45%

  	
   

  	
  10.24%

  	
   

  
	
  25-February-2006

  	
   

  	
   

  	
  USD

  	
   905,850,807

  	
   

  	
  6.45%

  	
   

  	
  10.24%

  	
   

  
	
  25-March-2006

  	
   

  	
   

  	
  USD

  	
   889,088,556

  	
   

  	
  7.17%

  	
   

  	
  10.24%

  	
   

  
	
  25-April-2006

  	
   

  	
   

  	
  USD

  	
   870,026,733

  	
   

  	
  6.45%

  	
   

  	
  10.24%

  	
   

  
	
  25-May-2006

  	
   

  	
   

  	
  USD

  	
   848,716,674

  	
   

  	
  6.68%

  	
   

  	
  10.24%

  	
   

  
	
  25-June-2006

  	
   

  	
   

  	
  USD

  	
   825,223,950

  	
   

  	
  6.45%

  	
   

  	
  10.24%

  	
   

  
	
  25-July-2006

  	
   

  	
   

  	
  USD

  	
   799,627,748

  	
   

  	
  6.68%

  	
   

  	
  10.24%

  	
   

  
	
  25-August-2006

  	
   

  	
   

  	
  USD

  	
   772,020,679

  	
   

  	
  6.45%

  	
   

  	
  10.24%

  	
   

  
	
  25-September-2006

  	
   

  	
   

  	
  USD

  	
   742,511,320

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-October-2006

  	
   

  	
   

  	
  USD

  	
   713,800,245

  	
   

  	
  6.68%

  	
   

  	
  10.24%

  	
   

  
	
  25-November-2006

  	
   

  	
   

  	
  USD

  	
   685,865,850

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-December-2006

  	
   

  	
   

  	
  USD

  	
   658,687,151

  	
   

  	
  6.68%

  	
   

  	
  10.24%

  	
   

  
	
  25-January-2007

  	
   

  	
   

  	
  USD

  	
   632,243,728

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-February-2007

  	
   

  	
   

  	
  USD

  	
   606,515,715

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-March-2007

  	
   

  	
   

  	
  USD

  	
   581,483,795

  	
   

  	
  7.18%

  	
   

  	
  10.24%

  	
   

  
	
  25-April-2007

  	
   

  	
   

  	
  USD

  	
   557,129,160

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-May-2007

  	
   

  	
   

  	
  USD

  	
   533,433,490

  	
   

  	
  6.68%

  	
   

  	
  10.24%

  	
   

  
	
  25-June-2007

  	
   

  	
   

  	
  USD

  	
   510,378,980

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-July-2007

  	
   

  	
   

  	
  USD

  	
   487,948,303

  	
   

  	
  6.69%

  	
   

  	
  10.24%

  	
   

  
	
  25-August-2007

  	
   

  	
   

  	
  USD

  	
   466,124,600

  	
   

  	
  6.46%

  	
   

  	
  10.24%

  	
   

  
	
  25-September-2007

  	
   

  	
   

  	
  USD

  	
   444,864,479

  	
   

  	
  7.86%

  	
   

  	
  10.24%

  	
   

  
	
  25-October-2007

  	
   

  	
   

  	
  USD

  	
   397,920,986

  	
   

  	
  8.13%

  	
   

  	
  10.24%

  	
   

  
	
  25-November-2007

  	
   

  	
   

  	
  USD

  	
   353,964,101

  	
   

  	
  7.85%

  	
   

  	
  10.24%

  	
   

  
	
  25-December-2007

  	
   

  	
   

  	
  USD

  	
   312,801,685

  	
   

  	
  8.12%

  	
   

  	
  10.24%

  	
   

  
	
  25-January-2008

  	
   

  	
   

  	
  USD

  	
   274,270,072

  	
   

  	
  7.85%

  	
   

  	
  10.24%

  	
   

  
	
  25-February-2008

  	
   

  	
   

  	
  USD

  	
   253,842,559

  	
   

  	
  7.84%

  	
   

  	
  10.24%

  	
   

  
	
  25-March-2008

  	
   

  	
   

  	
  USD

  	
   234,127,416

  	
   

  	
  9.21%

  	
   

  	
  10.24%

  	
   

  
	
  25-April-2008

  	
   

  	
   

  	
  USD

  	
   215,113,809

  	
   

  	
  8.59%

  	
   

  	
  10.24%

  	
   

  
	
  25-May-2008

  	
   

  	
   

  	
  USD

  	
   196,762,528

  	
   

  	
  8.89%

  	
   

  	
  10.24%

  	
   

  
	
  25-June-2008

  	
   

  	
   

  	
  USD

  	
   179,050,365

  	
   

  	
  8.59%

  	
   

  	
  10.24%

  	
   

  
	
  25-July-2008

  	
   

  	
   

  	
  USD

  	
   161,954,926

  	
   

  	
  8.88%

  	
   

  	
  10.24%

  	
   

  
	
  25-August-2008

  	
   

  	
   

  	
  USD

  	
   145,454,608

  	
   

  	
  8.58%

  	
   

  	
  10.24%

  	
   

  



 


B-1-26





















 


	
  Calculation Period up to

  but excluding the

  Payment Date scheduled

  to occur on:

  	
   

  	
  Notional Amount:

  	
   

  	
  Cap Rate:

  	
   

  	
  Maximum

  Floating

  Rate:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-September-2008

  	
   

  	
   

  	
  USD

  	
  129,528,566

  	
   

  	
  9.67%

  	
   

  	
  10.24%

  	
   

  
	
  25-October-2008

  	
   

  	
   

  	
  USD

  	
  114,167,086

  	
   

  	
  10.00%

  	
   

  	
  10.24%

  	
   

  
	
  25-November-2008

  	
   

  	
   

  	
  USD

  	
  99,339,636

  	
   

  	
  9.66%

  	
   

  	
  10.24%

  	
   

  
	
  25-December-2008

  	
   

  	
   

  	
  USD

  	
  85,027,531

  	
   

  	
  9.99%

  	
   

  	
  10.24%

  	
   

  
	
  25-January-2009

  	
   

  	
   

  	
  USD

  	
  85,027,531

  	
   

  	
  9.65%

  	
   

  	
  10.24%

  	
   

  
	
  25-February-2009

  	
   

  	
   

  	
  USD

  	
  85,027,531

  	
   

  	
  9.65%

  	
   

  	
  10.24%

  	
   

  



 


B-1-27





















 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  Credit Suisse First
  Boston International

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Confirmed as of the
  date first written above:

  	
   

  
	
   

  	
   

  
	
  Long Beach Mortgage
  Loan Trust 2005-WL3,

  	
   

  
	
   

  	
   

  
	
  By Deutsche Bank
  National Trust Company,

  	
   

  
	
  not in its individual
  capacity but solely as

  	
   

  
	
  Trustee on behalf of
  the trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


 


Our Reference No:
External ID: 53092886 / Risk ID: 447361713 & 447361718


 


B-1-28





















 


EXHIBIT B-2


 


FORM OF GROUP II SENIOR
CAP AGREEMENT


 


 


MASTER AGREEMENT, SCHEDULE AND ISDA CREDIT SUPPORT ANNEX


 


SEE EXHIBIT B-1


 


B-2-1





















 


	
  

  	
   

  
	
  CREDIT SUISSE
  FIRST BOSTON INTERNATIONAL

  
	
   

  
	
  One Cabot
  Square,

  	
   

  	
  Telephone 020
  7888 8888

  
	
  London E14 4QJ

  	
   

  	
  www.csfb.com

  



 


Facsimile
Cover Sheet


 


	
  To:

  	
  Long Beach Mortgage
  Loan Trust 2005-WL3

  
	
   

  	
   

  
	
  Attention:

  	
  Heakyung Chung, CSFBi
  Marketer

  
	
   

  	
   

  
	
  Fax number:

  	
  To be hand delivered by
  Heakyung Chung

  
	
   

  	
   

  
	
  Date:

  	
  30 November 2005

  
	
   

  	
   

  
	
  Pages (including
  cover page):

  	
  7

  



 


Our Reference No:
External ID: 53092889 / Risk ID: 447361723 & 447361724


 


Credit Suisse First
Boston International has entered into a transaction with you as attached.  Please find attached a letter agreement (the “Confirmation”)
which confirms the terms and conditions of the above transaction.


 


If you agree with the
terms specified therein, please arrange for the
Confirmation to be signed by your authorised signatories and return
a signed copy to this office to the facsimile listed below.


 


	
  For
  Interest Rate Products:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
  For
  Equity Derivatives:

  Telephone numbers: (212) 538-4437 / (212) 538-8297 /

  (212) 325-5119

  Facsimile number: (212)
  325-8173

  
	
   

  	
   

  
	
  For
  Credit Derivatives:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
   

  



 


We are delighted to have
entered into this transaction with you.


 


 


 


CONFIDENTIALITY NOTICE:
This facsimile is intended only for the use of the individual or entity to
which it is addressed and may contain information which is privileged and
confidential. If the reader of this message is not the intended recipient or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by telephone and return
the original message to us by mail. Thank you.


 


B-2-2





















 


30 November 2005


 


Long Beach Mortgage Loan
Trust 2005-WL3


 


External ID: 53092889


 


Dear Sirs,


 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions
of the Swap Transaction entered into between us on the Trade Date specified
below (the “Swap Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.


 


In this Confirmation “CSFBi”
means Credit Suisse First Boston International and “Counterparty” means Long
Beach Mortgage Loan Trust 2005-WL3.


 


1.                                       The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In
the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.


 


This Confirmation supplements, forms part of, and is
subject to, the 1992 ISDA Master Agreement dated as of 30 November 2005 as
amended and supplemented from time to time (the “Agreement”), between you and
us.  All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.


 


CSFBi and Counterparty each represents to the other
that it has entered into this Swap Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems necessary and
not upon any view expressed by the other.


 


Terms used
herein and not defined herein, in the 2000 ISDA Definitions or the Agreement
shall have the meanings ascribed to such terms in the Pooling and Servicing
Agreement, dated as of November 1, 2005 (the “PSA”), among Long Beach
Securities Corp., as Depositor, Long Beach Mortgage Company, as Master
Servicer, and Deutsche Bank Trust Company, as Trustee.”


 


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


 


	
  Transaction
  Type:

  	
   

  	
  Rate Cap Transaction

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  USD 485,392,242, subject to amortization as set out in the Additional
  Terms

  
	
   

  	
   

  	
   

  
	
  Trade
  Date:

  	
   

  	
  21 November 2005

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  30 November 2005

  
	
   

  	
   

  	
   

  



 


B-2-3





















 


	
  Termination Date:

  	
   

  	
  25 September 2008,
  subject to adjustment in accordance with the Modified Following Business Day
  Convention

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer

  	
   

  	
   

  
	
  Payment
  Date:

  	
   

  	
  30 November 2005,
  subject to adjustment in accordance with the Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Fixed
  Amount:

  	
   

  	
  USD 58,000

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Amount

  	
   

  	
   

  
	
  Payer:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 25th of
  each month, commencing on 25 January 2006, and ending on the Termination
  Date, inclusive, subject to adjustment in accordance with the Modified
  Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Initial
  Calculation

  	
   

  	
   

  
	
  Period

  	
   

  	
  From and including 27 December 2005
  up to but excluding the Payment Date scheduled to occur on 25 January 2006

  
	
   

  	
   

  	
   

  
	
  Cap
  Rate:

  	
   

  	
  See Additional Terms

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Option:

  	
   

  	
  USD-LIBOR-BBA, subject
  to a maximum rate of 9.98%

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  1 month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Day
  Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The first day of each
  Calculation Period

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  New York

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Account Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments
  to CSFBi:

  	
   

  	
  As advised separately
  in writing

  
	
   

  	
   

  	
   

  
	
  Payments
  to

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  As advised separately
  in writing

  



 


B-2-4





















 


For the purpose of
facilitating this Transaction, an Affiliate of CSFBi, which is organized in the
United States of America (the “Agent”), has acted as agent for CSFBi.  The Agent is not a principal with respect to
this Transaction and shall have no responsibility or liability to the parties
as a principal with respect to this Transaction.


 


Credit Suisse First
Boston International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal.  The time at which the above transaction was
executed will be notified to Counterparty on request.


 


B-2-5





















 


ADDITIONAL
TERMS


 


	
  Calculation Period up to

  but excluding the

  Payment Date scheduled

  to occur on:

  	
   

  	
  Notional Amount:

  	
   

  	
  Cap Rate:

  	
   

  	
  Maximum

  Floating

  Rate:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-January-2006

  	
   

  	
   

  	
  USD

  	
   485,392,242

  	
   

  	
  6.69%

  	
   

  	
  9.98%

  	
   

  
	
  25-February-2006

  	
   

  	
   

  	
  USD

  	
   474,509,883

  	
   

  	
  6.69%

  	
   

  	
  9.98%

  	
   

  
	
  25-March-2006

  	
   

  	
   

  	
  USD

  	
   461,851,969

  	
   

  	
  7.41%

  	
   

  	
  9.98%

  	
   

  
	
  25-April-2006

  	
   

  	
   

  	
  USD

  	
   447,447,260

  	
   

  	
  6.70%

  	
   

  	
  9.98%

  	
   

  
	
  25-May-2006

  	
   

  	
   

  	
  USD

  	
   431,336,063

  	
   

  	
  6.92%

  	
   

  	
  9.98%

  	
   

  
	
  25-June-2006

  	
   

  	
   

  	
  USD

  	
   413,566,795

  	
   

  	
  6.69%

  	
   

  	
  9.98%

  	
   

  
	
  25-July-2006

  	
   

  	
   

  	
  USD

  	
   394,199,444

  	
   

  	
  6.92%

  	
   

  	
  9.98%

  	
   

  
	
  25-August-2006

  	
   

  	
   

  	
  USD

  	
   373,304,243

  	
   

  	
  6.69%

  	
   

  	
  9.98%

  	
   

  
	
  25-September-2006

  	
   

  	
   

  	
  USD

  	
   351,000,190

  	
   

  	
  6.69%

  	
   

  	
  9.98%

  	
   

  
	
  25-October-2006

  	
   

  	
   

  	
  USD

  	
   329,276,795

  	
   

  	
  6.93%

  	
   

  	
  9.98%

  	
   

  
	
  25-November-2006

  	
   

  	
   

  	
  USD

  	
   308,143,494

  	
   

  	
  6.70%

  	
   

  	
  9.98%

  	
   

  
	
  25-December-2006

  	
   

  	
   

  	
  USD

  	
   287,583,488

  	
   

  	
  6.93%

  	
   

  	
  9.98%

  	
   

  
	
  25-January-2007

  	
   

  	
   

  	
  USD

  	
   267,581,253

  	
   

  	
  6.70%

  	
   

  	
  9.98%

  	
   

  
	
  25-February-2007

  	
   

  	
   

  	
  USD

  	
   248,121,679

  	
   

  	
  6.70%

  	
   

  	
  9.98%

  	
   

  
	
  25-March-2007

  	
   

  	
   

  	
  USD

  	
   229,190,068

  	
   

  	
  7.42%

  	
   

  	
  9.98%

  	
   

  
	
  25-April-2007

  	
   

  	
   

  	
  USD

  	
   210,772,120

  	
   

  	
  6.71%

  	
   

  	
  9.98%

  	
   

  
	
  25-May-2007

  	
   

  	
   

  	
  USD

  	
   192,853,984

  	
   

  	
  6.93%

  	
   

  	
  9.98%

  	
   

  
	
  25-June-2007

  	
   

  	
   

  	
  USD

  	
   175,422,055

  	
   

  	
  6.71%

  	
   

  	
  9.98%

  	
   

  
	
  25-July-2007

  	
   

  	
   

  	
  USD

  	
   158,463,163

  	
   

  	
  6.93%

  	
   

  	
  9.98%

  	
   

  
	
  25-August-2007

  	
   

  	
   

  	
  USD

  	
   141,964,494

  	
   

  	
  6.70%

  	
   

  	
  9.98%

  	
   

  
	
  25-September-2007

  	
   

  	
   

  	
  USD

  	
   125,913,579

  	
   

  	
  8.19%

  	
   

  	
  9.98%

  	
   

  
	
  25-October-2007

  	
   

  	
   

  	
  USD

  	
  98,540,065

  	
   

  	
  8.48%

  	
   

  	
  9.98%

  	
   

  
	
  25-November-2007

  	
   

  	
   

  	
  USD

  	
  91,796,934

  	
   

  	
  8.20%

  	
   

  	
  9.98%

  	
   

  
	
  25-December-2007

  	
   

  	
   

  	
  USD

  	
  85,485,311

  	
   

  	
  8.48%

  	
   

  	
  9.98%

  	
   

  
	
  25-January-2008

  	
   

  	
   

  	
  USD

  	
   79,577,385

  	
   

  	
  8.20%

  	
   

  	
  9.98%

  	
   

  
	
  25-February-2008

  	
   

  	
   

  	
  USD

  	
   76,445,554

  	
   

  	
  8.20%

  	
   

  	
  9.98%

  	
   

  
	
  25-March-2008

  	
   

  	
   

  	
  USD

  	
   73,456,272

  	
   

  	
  9.64%

  	
   

  	
  9.98%

  	
   

  
	
  25-April-2008

  	
   

  	
   

  	
  USD

  	
   70,574,706

  	
   

  	
  9.03%

  	
   

  	
  9.98%

  	
   

  
	
  25-May-2008

  	
   

  	
   

  	
  USD

  	
   67,794,265

  	
   

  	
  9.33%

  	
   

  	
  9.98%

  	
   

  
	
  25-June-2008

  	
   

  	
   

  	
  USD

  	
   65,111,388

  	
   

  	
  9.03%

  	
   

  	
  9.98%

  	
   

  
	
  25-July-2008

  	
   

  	
   

  	
  USD

  	
   62,522,641

  	
   

  	
  9.33%

  	
   

  	
  9.98%

  	
   

  



 


B-2-6





















 


	
  Calculation Period up to

  but excluding the

  Payment Date scheduled

  to occur on:

  	
   

  	
  Notional Amount:

  	
   

  	
  Cap Rate:

  	
   

  	
  Maximum

  Floating

  Rate:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-August-2008

  	
   

  	
   

  	
  USD

  	
   60,024,711

  	
   

  	
  9.03%

  	
   

  	
  9.98%

  	
   

  
	
  25-September-2008

  	
   

  	
   

  	
  USD

  	
   57,614,402

  	
   

  	
  9.97%

  	
   

  	
  9.98%

  	
   

  



 


B-2-7





















 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  Credit Suisse First
  Boston International

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Confirmed as of the
  date first written above:

  	
   

  
	
   

  	
   

  
	
  Long Beach Mortgage
  Loan Trust 2005-WL3,

  	
   

  
	
   

  	
   

  
	
  By Deutsche Bank
  National Trust Company,

  	
   

  
	
  not in its individual
  capacity but solely as

  	
   

  
	
  Trustee on behalf of
  the trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


Our Reference No:
External ID: 53092889 / Risk ID: 447361723 & 447361724


 


B-2-8





















 


EXHIBIT B-3


 


FORM OF SUBORDINATE
CAP AGREEMENT


 


 


MASTER AGREEMENT, SCHEDULE AND ISDA CREDIT SUPPORT ANNEX


 


SEE EXHIBIT B-1


 


B-3-1





















 


	
  

  	
   

  
	
  CREDIT SUISSE
  FIRST BOSTON INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
  One Cabot
  Square,

  	
   

  	
  Telephone 020
  7888 8888

  
	
  London E14 4QJ

  	
   

  	
  www.csfb.com

  



 


Facsimile
Cover Sheet


 


	
  To:

  	
  Long Beach Mortgage
  Loan Trust 2005-WL3

  
	
   

  	
   

  
	
  Attention:

  	
  Heakyung Chung, CSFBi
  Marketer

  
	
   

  	
   

  
	
  Fax number:

  	
  To be hand delivered by
  Heakyung Chung

  
	
   

  	
   

  
	
  Date:

  	
  30 November 2005

  
	
   

  	
   

  
	
  Pages (including
  cover page):

  	
  7

  



 


Our Reference No:
External ID: 53092891 / Risk ID: 447361729 & 447361734


 


Credit Suisse First
Boston International has entered into a transaction with you as attached.  Please find attached a letter agreement (the “Confirmation”)
which confirms the terms and conditions of the above transaction.


 


If you agree with the
terms specified therein, please arrange for the
Confirmation to be signed by your authorised signatories and return
a signed copy to this office to the facsimile listed below.


 


	
  For
  Interest Rate Products:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
  For
  Equity Derivatives:

  Telephone numbers: (212) 538-4437 / (212) 538-8297 /

  (212) 325-5119

  Facsimile
  number: (212) 325-8173

  
	
   

  	
   

  
	
  For
  Credit Derivatives:

  Telephone Numbers: (212) 538-9370

  Facsimile
  number: (917) 326-8603

  Email:
  list.otc-inc-accept-ny@csfb.com

  	
   

  



 


We are delighted to have
entered into this transaction with you.


 


 


 


CONFIDENTIALITY NOTICE:
This facsimile is intended only for the use of the individual or entity to
which it is addressed and may contain information which is privileged and
confidential. If the reader of this message is not the intended recipient or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution or copying
of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by telephone and return
the original message to us by mail. Thank you.


 


 


External ID: 53092891


 


B-3-2





















 


30 November 2005


 


Long Beach Mortgage Loan
Trust 2005-WL3


 


External ID: 53092891


 


Dear Sirs,


 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions
of the Swap Transaction entered into between us on the Trade Date specified
below (the “Swap Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.


 


In this Confirmation “CSFBi”
means Credit Suisse First Boston International and “Counterparty” means Long
Beach Mortgage Loan Trust 2005-WL3.


 


1.                                       The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In
the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.


 


This Confirmation supplements, forms part of, and is
subject to, the 1992 ISDA Master Agreement dated as of 30 November 2005 as
amended and supplemented from time to time (the “Agreement”), between you and
us.  All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.


 


CSFBi and Counterparty each represents to the other
that it has entered into this Swap Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems necessary and
not upon any view expressed by the other.


 


Terms used
herein and not defined herein, in the 2000 ISDA Definitions or the Agreement
shall have the meanings ascribed to such terms in the Pooling and Servicing
Agreement, dated as of November 1, 2005 (the “PSA”), among Long Beach
Securities Corp., as Depositor, Long Beach Mortgage Company, as Master
Servicer, and Deutsche Bank Trust Company, as Trustee.


 


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


 


	
  Transaction
  Type:

  	
   

  	
  Rate Cap Transaction

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  USD 489,745,000

  
	
   

  	
   

  	
   

  
	
  Trade
  Date:

  	
   

  	
  21 November 2005

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  30 November 2005

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  25 August 2008,
  subject to adjustment in accordance with the Modified Following Business Day
  Convention

  



 


B-3-3





















 


	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer

  	
   

  	
   

  
	
  Payment
  Date:

  	
   

  	
  30 November 2005,
  subject to adjustment in accordance with the Following Business Day
  Convention

  
	
   

  	
   

  	
   

  
	
  Fixed
  Amount:

  	
   

  	
  USD 555,000

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Amount

  	
   

  	
   

  
	
  Payer:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 25th of
  each month, commencing on 25 January 2006, and ending on the Termination
  Date, inclusive, subject to adjustment in accordance with the Modified
  Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Cap
  Rate:

  	
   

  	
  See Additional Terms

  
	
   

  	
   

  	
   

  
	
  Initial Calculation

  	
   

  	
   

  
	
  Period

  	
   

  	
  From and including 27 December 2005 up to but
  excluding the Payment Date scheduled to occur on 25 January 2006.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Option:

  	
   

  	
  USD-LIBOR-BBA, subject
  to a maximum rate of 8.64%

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  1 month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Day
  Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The first day of each
  Calculation Period

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  New York

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  CSFBi

  
	
   

  	
   

  	
   

  
	
  Account Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments
  to CSFBi:

  	
   

  	
  As advised separately
  in writing

  
	
   

  	
   

  	
   

  
	
  Payments
  to

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  As advised separately
  in writing

  



 


B-3-4





















 


For the purpose of
facilitating this Transaction, an Affiliate of CSFBi, which is organized in the
United States of America (the “Agent”), has acted as agent for CSFBi.  The Agent is not a principal with respect to
this Transaction and shall have no responsibility or liability to the parties
as a principal with respect to this Transaction.


 


Credit Suisse First
Boston International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal.  The time at which the above transaction was
executed will be notified to Counterparty on request.


 


B-3-5





















 


ADDITIONAL
TERMS


 


	
  Calculation Period up to

  but excluding the

  Payment Date scheduled

  to occur on:

  	
   

  	
  Notional Amount:

  	
   

  	
  Cap Rate:

  	
   

  	
  Maximum

  Floating

  Rate:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-January-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.85%

  	
   

  	
  8.64%

  	
   

  
	
  25-February-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.85%

  	
   

  	
  8.64%

  	
   

  
	
  25-March-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.57%

  	
   

  	
  8.64%

  	
   

  
	
  25-April-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.85%

  	
   

  	
  8.64%

  	
   

  
	
  25-May-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-June-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.85%

  	
   

  	
  8.64%

  	
   

  
	
  25-July-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-August-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.85%

  	
   

  	
  8.64%

  	
   

  
	
  25-September-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-October-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-November-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-December-2006

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-January-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-February-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-March-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.58%

  	
   

  	
  8.64%

  	
   

  
	
  25-April-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-May-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.09%

  	
   

  	
  8.64%

  	
   

  
	
  25-June-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-July-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  6.09%

  	
   

  	
  8.64%

  	
   

  
	
  25-August-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  5.86%

  	
   

  	
  8.64%

  	
   

  
	
  25-September-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.30%

  	
   

  	
  8.64%

  	
   

  
	
  25-October-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.58%

  	
   

  	
  8.64%

  	
   

  
	
  25-November-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.30%

  	
   

  	
  8.64%

  	
   

  
	
  25-December-2007

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.57%

  	
   

  	
  8.64%

  	
   

  
	
  25-January-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.30%

  	
   

  	
  8.64%

  	
   

  
	
  25-February-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  7.30%

  	
   

  	
  8.64%

  	
   

  
	
  25-March-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.64%

  	
   

  	
  8.64%

  	
   

  
	
  25-April-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-May-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.37%

  	
   

  	
  8.64%

  	
   

  
	
  25-June-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.08%

  	
   

  	
  8.64%

  	
   

  
	
  25-July-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.37%

  	
   

  	
  8.64%

  	
   

  
	
  25-August-2008

  	
   

  	
   

  	
  USD

  	
   489,745,000

  	
   

  	
  8.07%

  	
   

  	
  8.64%

  	
   

  



 


B-3-6





















 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  Credit Suisse First
  Boston International

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Confirmed as of the
  date first written above:

  	
   

  
	
   

  	
   

  
	
  Long Beach Mortgage
  Loan Trust 2005-WL3,

  	
   

  
	
   

  	
   

  
	
  By Deutsche Bank
  National Trust Company,

  	
   

  
	
  not in its individual
  capacity but solely as

  	
   

  
	
  Trustee on behalf of
  the trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


Our Reference No:
External ID: 53092891 / Risk ID: 447361729 & 447361734


 


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EXHIBIT C


 


FORM OF MORTGAGE LOAN PURCHASE AGREEMENT


 


MORTGAGE
LOAN PURCHASE AGREEMENT


 


This is a Mortgage Loan Purchase Agreement (the “Agreement”),
dated November 25, 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 a mortgage pool constituting the trust
fund.  The trust fund will issue fixed
rate and adjustable rate asset backed certificates designated as Long Beach
Mortgage Loan Trust 2005-WL3 Asset-Backed Certificates, Series 2005-WL3
(the “Certificates”).  The Certificates
will consist of twenty-four classes of certificates.  The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, dated as of November 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 November 30, 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.


 


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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 $870,015.15 (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 November 1, 2005 (the “Cut-off Date”), (ii) all
unscheduled collections in respect of the Mortgage Loans received after the
Cut-off Date (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:


 


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(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 


 


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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 


 


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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, the Class I-A4 Insurer 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 


 


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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 


 


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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


 


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(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 


 


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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 


 


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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;


 


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(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;


 


(xxiii)                     There is no pledged account or other
security other than real estate securing the Mortgagor’s obligations;


 


C-11





















 


(xxiv)                    No Mortgage Loan has a shared
appreciation feature, or other contingent interest feature;


 


(xxv)                       With respect to each Mortgage Loan, the
related Mortgagor shall not fail or has not failed to make the monthly payment
due thereon in November 2005 on or before December 31, 2005;


 


(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;


 


C-12





















 


(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 September 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;


 


C-13





















 


(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;


 


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(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;


 


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(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 


 


C-16





















 


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 5.6c
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 


 


C-17





















 


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 (it being understood that in the case of a breach of the representation
and warranty set forth in (xxv), the Seller shall be required to repurchase any
such Mortgage Loan); 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 


 


C-18





















 


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-19





















 


(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, Credit Suisse First Boston LLC and
WaMu Capital Corp. (the “Underwriters”), the Class I-A4 Insurer 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, the Class I-A4
Insurer 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, the Class I-A4 Insurer and the NIMS
Insurer, if any;


 


(d)                                 Such opinions of counsel as the Rating
Agencies, the Underwriters, the Trustee, the Class I-A4 Insurer 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;


 


C-20





















 


(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 (other than the Securitization
Expenses as defined in the Letter Agreement dated November 30, 2005
between the Seller and DLJ Mortgage Capital, Inc.), 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.


 


C-21





















 


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, or
any such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price or not to deliver
or cause to be delivered the Long Beach Certificates to the Seller or, upon the
direction of the Seller; 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.


 


C-22





















 


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 November 28,
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 


 


C-23





















 


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-24





















 


(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 


 


C-25





















 


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 


 


C-26





















 


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 


 


C-27





















 


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, the Class I-A4 Insurer 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.


 


C-28





















 


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:

  	
  James Mark

  
	
   

  	
  Title:

  	
  First Vice President

  



 


C-29





















 


EXHIBIT A
TO MORTGAGE LOAN PURCHASE AGREEMENT


 


STANDARD & POOR’S LEVELS® GLOSSARY
in effect on the CLOSING DATE


 


As
of November 30, 2005 (Update as of the
Closing Date)


 


APPENDIX
E TO GLOSSARY FOR FILE FORMAT FOR LEVELS® VERSION 5.6c: Standard &
Poor’s Anti-Predatory Lending Categorization


 


REVISED July 11, 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-30





















 


	
  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

  



 


C-31





















 


Standard & Poor’s High Cost Loan
Categorization 


 


	
  State/Jurisdiction

  	
   

  	
  Name of Anti-Predatory Lending

  Law/Effective Date

  	
   

  	
  Category under 

  Applicable Anti-

  Predatory Lending Law

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


C-32





















 


	
  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

  



 


Standard & Poor’s High Cost Loan
Categorization 


 


	
  State/Jurisdiction

  	
   

  	
  Name of Anti-Predatory Lending

  Law/Effective Date

  	
   

  	
  Category under 

  Applicable Anti-

  Predatory Lending Law

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


C-33





















 


	
  Oklahoma

  	
   

  	
  Consumer Credit Code (codified in various sections of Title 14A)

  

  Effective July 1, 2000; amended effective January 1, 2004

  	
   

  	
  Subsection 10 Mortgage

  



 


C-34





















 


Standard & Poor’s High Cost Loan
Categorization


 


	
  State/Jurisdiction

  	
   

  	
  Name of Anti-Predatory Lending

  Law/Effective Date

  	
   

  	
  Category under 

  Applicable Anti-

  Predatory Lending 

  Law

  
	
  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

  



 


C-35





















 


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, WMT1041

  
	
  Seattle, Washington 98101

  
	
  Telephone:

  	
  (206) 377-2977

  
	
  Facsimile:

  	
  (206) 490-5656

  






 


D-1





















 


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-WL3.

  



 


E-1-1





















 


The undersigned Master Servicer hereby
acknowledges that it has received from                                        ,
as Trustee for the Holders of Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates, Series 2005-WL3, 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 November 1,
2005, among the Trustee, the Depositor and 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.


 


E-1-2





















 


(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:

  



 


E-1-3





















 


EXHIBIT E-2


 


REQUEST FOR RELEASE

(Certificate – Mortgage Loan Paid in Full)


 


OFFICERS’ CERTIFICATE AND TRUST
RECEIPT

MORTGAGE LOAN PASS-THROUGH CERTIFICATES

SERIES 2005-WL3


 


                                                                                                              
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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  o VICE PRESIDENT

  	
   

  
	
   

  	
   

  
	
  o ASSISTANT VICE PRESIDENT

  	
   

  
					



 


E-2-1





















 


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-WL3, 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 November 1, 2005 (the “Pooling and Servicing Agreement”) by
and among Long Beach Mortgage Company, as master servicer (the “Master Servicer”)
and as seller, 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.


 


E-3-1





















 


(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.


 


E-3-2





















 


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]


 


E-3-3





















 


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-WL3 and not in its individual

  capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                                        ]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


E-3-4





















 


	
  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

  



 


E-3-5





















 


	
  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
                                           
  

  



 


E-3-6





















 


SCHEDULE I



MORTGAGE LOAN SCHEDULE


 


E-3-7





















 


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

  



 


MBIA Insurance Corporation


113 King Street


Armonk, NY 10504


 


Re:          Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1,
2005 among Long Beach Securities Corp., Long Beach Mortgage Company and
Deutsche Bank National Trust Company,


Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates, Series 2005-WL3


 


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.


 


F-1-1





















 


	
   

  	
  DEUTSCHE BANK NATIONAL TRUST

  COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


F-1-2





















 


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

  
	
   

  	
   

  	
   

  
	
  MBIA Insurance Corporation

  	
   

  	
   

  
	
  113 King Street

  	
   

  	
   

  
	
  Armonk, NY 10504

  	
   

  	
   

  



 


Re:          Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1,
2005 among Long Beach Securities Corp., Long Beach Mortgage Company and
Deutsche Bank National Trust Company,


Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates, Series 2005-WL3


 


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-2-1





















 


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

  	
   

  	
   

  



 


F-2-2





















 


EXHIBIT G


 


FORM OF SWAP AGREEMENT


 


(Multicurrency—Cross Border)


 


ISDAÒ


International Swap Dealers Association, Inc.


 


MASTER
AGREEMENT


 


dated as of November 30, 2005


 


	
  Credit Suisse First Boston International

  	
   

  	
  and

  	
   

  	
  Long
  Beach Mortgage Loan Trust 2005-WL3

  
	
  (“Party A”)

  	
   

  	
   

  	
   

  	
  (“Party B”)

  



 


have
entered and/or anticipate entering into one or more transactions (each a “Transaction”)
that are or will be governed by this Master Agreement, which includes the schedule (the
“Schedule”), and the documents and other confirming evidence (each a “Confirmation”)
exchanged between the parties confirming those Transactions.


 


Accordingly,
the parties agree as follows:—


 


1.             Interpretation


 


(a)           Definitions. The terms defined in Section 14 and in
the Schedule will have the meanings therein specified for the purpose of
this Master Agreement.


 


(b)           Inconsistency. In the event of any inconsistency between
the provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail. 
In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)           Single
Agreement. All
Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties
(collectively referred to as this “Agreement”), and the parties would not
otherwise enter into any Transactions.


 


2.             Obligations


 


(a)           General
Conditions.


 


(i)            Each party will make each payment or delivery
specified in each Confirmation to be made by it, subject to the other
provisions of this Agreement.


 


(ii)           Payments under this Agreement will be made on
the due date for value on that date in the place of the account specified in
the relevant Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required
currency. Where settlement is by delivery (that is, other than by payment),
such delivery will be made for receipt on the due date in the manner customary
for the relevant obligation unless otherwise specified in the relevant
Confirmation or elsewhere in this Agreement.


 


(iii)          Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default or
Potential Event of Default with respect to the other party has occurred and is
continuing, (2) the condition precedent that no Early Termination Date in
respect of the relevant Transaction has occurred or been effectively designated
and (3) each other applicable condition precedent specified in this
Agreement.


 


G-1





















 


value
of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency, of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the
average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.


 


IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of
this document.


 


 


	
  Credit Suisse First Boston International

  	
   

  	
  Long Beach Mortgage Loan Trust 2005-WL3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By Deutsche Bank National Trust Company,

  not in its individual capacity
  but solely
as Trustee on behalf of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
  Date:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
  Date:

  	
   

  	
  Date:

  
									



 


G-2





















 


Rate
Swap CSA


 


Elections
and Variables


to the ISDA
Credit Support Annex


dated as of
November 30, 2005


between


 


	
  Credit Suisse First Boston International

  	
   

  	
  and

  	
   

  	
  Long
  Beach Mortgage Loan Trust 2005-WL3

  
	
  (“Party A”)

  	
   

  	
   

  	
   

  	
  (“Party B”)

  



 


Paragraph 13.


 


(a)           Security
Interest for “Obligations”.


 


The term “Obligations” as used in this Annex includes
the following additional obligations:


 


With respect to Party A:     None.


 


With respect to Party B:     None.


 


(b)           Credit
Support Obligations.


 


(i)            Delivery Amount,
Return Amount and Credit Support Amount.


 


(A)          “Delivery
Amount” has the meaning
specified in Paragraph 3(a), except that the words “upon a demand made by the
Secured Party” shall be deleted and the word “that” on the second line of
Paragraph 3(a) shall be replaced with the word “a”.  Paragraph 4(b) is hereby amended by the
insertion of the words “(i) in respect of a Transfer pursuant to Paragraph
3(b),” immediately prior to the words “if a demand for” and the insertion of
the words “; and (ii) in respect of a Transfer pursuant to Paragraph 3(a),
the relevant Transfer will be made not later than the close of business on the
Local Business Day following the Valuation Date” immediately prior to the
period.


 


(B)           “Return
Amount” has the meaning
specified in Paragraph 3(b).


 


(C)           “Credit
Support Amount” for a
Valuation Date shall mean one of the following depending on whether or not the
specified events have occurred on such Valuation Date:-


 


(i)            if a Collateralization Event has not
occurred, or has occurred but is not continuing, “Credit Support Amount” shall mean zero
(0);


 


(ii)           if a Ratings Event has occurred and is
continuing or a Collateralization Event has occurred other than pursuant to Part 5(b)(1)(C) and
is continuing, “Credit
Support Amount” shall mean an amount in USD equal to the greater
of (a) the Secured Party’s Exposure and (b) an amount equal to the
Floating Amount payable by Party A in respect of the first Floating Rate Payer
Payment Date scheduled to occur on or after the date on which the Delivery
Amount as a result of such Collateralization Event is due;


 


(iii)          if a Collateralization Event has occurred
pursuant to Part 5(b)(1)(C) and is continuing, “Credit Support Amount”
shall mean an amount in USD equal to the greater of (a) the sum of (i) Party
B’s Exposure and (ii) the Notional Volatility Buffer and (b) zero.  “Notional Volatility Buffer”, as determined
by the Valuation Agent for any date, means the product of (i) the Notional
Amount of


 


G-3





















 


the Transaction on such date, (ii) multiplied
by the Payment Factor, (iii) multiplied by the Volatility Buffer
Percentage for such date as set out in the table below on such date,


 


	
  Party A S&P Rating on such date

  	
   

  	
  Volatility Buffer Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  S&P S-T Rating of A-1 or above

  	
   

  	
  0.00

  	
  %

  
	
  S&P S-T Rating of A-2

  	
   

  	
  3.25

  	
  %

  
	
  S&P S-T Rating of A-3

  	
   

  	
  4.00

  	
  %

  
	
  S&P L-T Rating of BB+ or lower

  	
   

  	
  4.50

  	
  %

  



 


L-T Rating means with respect to any Person, the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such Person.


 


S-T Rating
means with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of such Person.


 


Payment Factor means 1.


 


(ii)           Eligible
Collateral.  On any date, the following items will qualify
as “Eligible Collateral”
for Party A:


 


	
   

  	
   

  	
   

  	
   

  	
  Valuation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
   

  	
  Cash

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  negotiable debt obligations issued after 18 July 1984 by the
  U.S. Treasury Department having a residual maturity on such date of less than
  1 year

  	
   

  	
  98.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  negotiable debt obligations issued after 18 July 1984 by the
  U.S. Treasury Department having a residual maturity on such date equal to or
  greater than 1 year but less than 5 years

  	
   

  	
  93.6

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
  negotiable debt obligations issued after 18 July 1984 by the
  U.S. Treasury Department having a residual maturity on such date equal to or
  greater than 5 years but less than 10 years

  	
   

  	
  89.9

  	
  %

  



 


(iii)          Other
Eligible Support.  None.


 


(iv)          Thresholds.


 


(A)          “Independent
Amount” means with
respect to Party A:  Not applicable.


 


“Independent
Amount” means
with respect to Party B:  Not applicable.


 


(B)           “Threshold” means with respect to Party A and Party
B:  Not applicable.


 


(C)           “Minimum
Transfer Amount” means
with respect to Party A: USD50,000.


 


“Minimum Transfer Amount” means with respect to Party B: 
Not applicable.


 


G-4





















 


(D)          Rounding
The Delivery Amount and the Return Amount will be rounded up and down
respectively to the nearest integral multiple of USD10,000, provided that this “Rounding”
provision shall not apply in respect of any Return Amount payable in respect of
any date on which Party B’s Exposure is less than or equal to zero.


 


(c)           Valuation
and Timing.


 


(i)            “Valuation
Agent” means Party
A.  Calculations by Party A will be made
by reference to commonly accepted market sources.


 


(ii)           “Valuation
Date” means,


 


(A)          in the event that (1) no
Collateralization Event has occurred, or has occurred but is not continuing, (2) a
Collateralization Event has occurred other than pursuant to Part 5(b)(1)(C) and
is continuing, or (3) two or more Collateralization Events have occurred
pursuant to Part 5(b)(1)(C) and any other subparagraph of Part 5(b)(1) and
are continuing, each Local Business Day which, if treated as a Valuation Date,
would result in a Delivery Amount or a Return Amount; and


 


(B)           in the event that a Collateralization Event
has occurred solely pursuant to Part 5(b)(1)(C) and is continuing, or
a Ratings Event has occurred and Party A has not obtained a substitute
counterparty as set forth in Part 5(b)(3) the last Local Business Day
of each calendar week.


 


(iii)          “Valuation
Time” means the close of
business in the city of the Valuation Agent on the Local Business Day before
the Valuation Date or date of calculation, as applicable, provided that the
calculations of Value and Exposure will be made as of approximately the same
time on the same date.


 


(iv)          “Notification
Time” means 4:00 p.m.,
London time, on a Local Business Day.


 


(d)           Conditions
Precedent and Secured Party’s Rights and Remedies.


 


No events shall constitute a “Specified Condition.”


 


(e)           Substitution.


 


(i)            “Substitution
Date” has the meaning
specified in Paragraph 4(d)(ii).


 


(ii)           Consent.  The
Pledgor must obtain the Secured Party’s prior consent to any substitution
pursuant to Paragraph 4(d) and shall give to the Secured Party not less
than two (2) Local Business Days’ notice thereof specifying the items of
Posted Credit Support intended for substitution.


 


(f)            Dispute
Resolution.


 


(i)            “Resolution
Time” means 4:00 p.m.
London time on the Local Business Day following the date on which the notice of
the dispute is given under Paragraph 5.


 


(ii)           Value.  For
the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
Collateral and Posted Collateral will be calculated as follows:


 


(A)          with respect to any Cash; the amount thereof;
and


 


(B)           with respect to any Eligible Collateral
comprising securities; the sum of (a)(x) the last bid price on such date for
such securities on the principal national securities exchange on which such
securities are listed, multiplied by the applicable Valuation Percentage or (y)
where any such securities are not listed on a national securities exchange, the
bid price for such securities quoted as at the close of business on such date
by any principal market maker for such securities chosen by the Valuation Agent,
multiplied by the applicable


 


G-5





















 


Valuation Percentage or (z) if no such bid price is
listed or quoted for such date, the last bid price listed or quoted (as the
case may be), as of the day next preceding such date on which such prices were
available; multiplied by the applicable Valuation Percentage; plus (b) the
accrued interest on such securities (except to the extent that such interest
shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or
included in the applicable price referred to in subparagraph (a) above) as
of such date.


 


(iii)          Alternative.  The
provisions of Paragraph 5 will apply provided the obligation of the appropriate
party to deliver the undisputed amount to the other party will not arise prior
to the time that would otherwise have applied to the Transfer pursuant to, or
deemed made, under Paragraph 3 if no dispute had arisen.


 


(g)           Holding
and Using Posted Collateral.


 


(i)            Eligibility
to Hold Posted Collateral; Custodians:


 


The Trustee (as defined in the PSA) will be entitled
to hold Posted Collateral pursuant to Paragraph 6(b).


 


(ii)           Use of
Posted Collateral.  The provisions of Paragraph 6(c) will
not apply to Party B.  Therefore, Party B
will not have any of the rights specified in Paragraph 6(c)(i) or
6(c)(ii).


 


(h)           Distributions
and Interest Amount.


 


(i)            Interest
Rate.  The “Interest Rate” will
be the annualized rate of return actually achieved on Posted Collateral in the
form of Cash during the relevant Interest Period.


 


(ii)           Transfer
of Interest Amount.  The Transfer of the Interest Amount will be
made on any Local Business Day on which Posted Collateral in the form of Cash
is Transferred to the Pledgor pursuant to Paragraph 3(b).


 


(iii)          Alternative
to Interest Amount.  The provisions of Paragraph 6(d)(ii) will
apply and for the purposes of calculating the Interest Amount the amount of
interest calculated for each day of the Interest Period shall be compounded
daily.


 


(i)            Additional
Representation(s).


 


There are no additional representations by either
party.


 


(j)            Demands
and Notices


 


All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement, save
that any demand, specification or notice:


 


(i)            shall be given to or made at the following
addresses:


 


If to Party A:


 


	
  Address:

  	
   

  	
  One Cabot Square

  
	
   

  	
   

  	
  London E14 4QJ

  
	
   

  	
   

  	
  England

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  44 20 7888 3083

  
	
  Facsimile:

  	
   

  	
  44 20 7883 7987

  
	
  Attention:

  	
   

  	
  Collateral Management Unit

  



 


G-6





















 


If to Party B:


 


As set forth in Part 4(a) of the Schedule;


 


or at such other address as the relevant party may
from time to time designate by giving notice (in accordance with the terms of
this paragraph)  to the other party;


 


(ii)           shall (unless otherwise stated in this Annex)
be deemed to be effective at the time such notice is actually received unless
such notice is received on a day which is not a Local Business Day or after the
Notification Time on any Local Business Day in which event such notice shall be
deemed to be effective on the next succeeding Local Business Day.


 


(k)           Address
for Transfers.


 


Party A:  To
be notified to Party B by Party A at the time of the request for the Transfer.


 


Party B: 
[Please provide account details for Transfers.]


 


(l)            Other
Provisions.


 


(i)            Additional
Definitions


 


As used in this Annex:


 


“Equivalent
Collateral” means,
with respect to any security constituting Posted Collateral, a security of the
same issuer and, as applicable, representing or having the same class, series,
maturity, interest rate, principal amount or liquidation value and such other
provisions as are necessary for that security and the security constituting
Posted Collateral to be treated as equivalent in the market for such
securities;


 


“Local Business
Day” means: (i) any
day on which commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in London, and (ii) in
relation to a Transfer of Eligible Collateral, a day on which the clearance
system agreed between the parties for the delivery of Eligible Collateral is
open for acceptance and execution of settlement instructions (or in the case of
a Transfer of Cash or other Eligible Collateral for which delivery is
contemplated by other means, a day on which commercial banks are open for
business (including dealings for foreign exchange and foreign currency
deposits) in New York and such other places as the parties shall agree);


 


(ii)           Transfer
Timing


 


(a)           Paragraph 4(b) shall be deleted and
replaced in its entirety by the following paragraph:


 


“Subject to Paragraphs 4(a) and 5 and unless
otherwise specified, if a demand for the Transfer of Eligible Credit Support or
Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the second Local
Business Day thereafter; if a demand is made after the Notification Time then
the relevant Transfer will be made not later than the close of business on the
third Local Business Day thereafter.”


 


(b)           Paragraph 6(d)(1) shall be amended so
that the reference therein to “the following Local Business Day” shall be
replaced by reference to “the second Local Business Day thereafter”.


 


(iii)          Events of
Default


 


Paragraph 7 shall be deleted and replaced in its
entirety by the following paragraph:


 


G-7





















 


“For the purposes of Section 5(a)(i) of
this Agreement, an Event of Default will exist with respect to a party if that
party fails (or fails to cause its Custodian) to make, when due, any Transfer
of Posted Credit Support or the Interest Amount, as applicable, required to be
made by it and that failure continues for two Local Business Days after the
notice of that failure is given to that party”.


 


(iv)          Return of
Fungible Securities


 


In lieu of returning to the Pledgor pursuant to
Paragraphs 3(b), 4(d), 5 and 8(d) any Posted Collateral comprising
securities the Secured Party may return Equivalent Collateral.


 


(v)           Covenants of the Pledgor


 


So long as the Agreement is in effect, the Pledgor
covenants that it will keep the Posted Collateral free from all security
interests or other encumbrances created by the Pledgor, except the security
interest created hereunder and any security interests or other encumbrances
created by the Secured Party; and will not sell, transfer, assign, deliver or
otherwise dispose of, or grant any option with respect to any Posted Collateral
or any interest therein, or create, incur or permit to exist any pledge, lien,
mortgage, hypothecation, security interest, charge, option or any other
encumbrance with respect to any Posted Collateral or any interest therein, without
the prior written consent of the Secured Party.


 


(vi)          No
Counterclaim


 


A party’s rights to demand and receive the Transfer
of Eligible Collateral as provided hereunder and its rights as Secured Party
against the Posted Collateral or otherwise shall be absolute and subject to no
counterclaim, set-off, deduction or defense in favor of the Pledgor except as
contemplated in Sections 2 and 6 of the Agreement and Paragraph 8 of this
Annex.


 


(vii)         Holding
Collateral


 


The Secured Party shall cause any Custodian
appointed hereunder to open and maintain a segregated account and to hold,
record and identify all the Posted Collateral in such segregated account and,
subject to Paragraphs 6(c) and 8(a), such Posted Collateral shall at all
times be and remain the property of the Pledgor and shall at no time constitute
the property of, or be commingled with the property of, the Secured Party or
the Custodian.


 


(viii)        Security
and Performance


 


Eligible Collateral Transferred to the Secured Party
constitutes security and performance assurance without which the Secured Party
would not otherwise enter into and continue any and all Transactions.


 


(ix)           Agreement
as to Single Secured Party and Pledgor


 


Party A and Party B agree that, notwithstanding
anything to the contrary in the recital to this Annex, Paragraph 1(b),
Paragraph 2 or the definitions in Paragraph 12, (a) the term “Secured Party” as
used in this Annex means only Party B, (b) the term “Pledgor” as used in
this Annex means only Party A, (c) only Party A makes the pledge and grant
in Paragraph 2, the acknowledgment in the final sentence of Paragraph 8(a) and
the representations in Paragraph 9 and (d) only Party A will be required
to make Transfers of Eligible Credit Support hereunder.


 


(x)            External
Verification of Mark-to-Market Valuations.


 


Every month after a Collateralization Event has
occurred pursuant to Part 5(b)(1)(C) and is continuing, then, unless
otherwise agreed in writing with S&P, Party A will verify its determination
of Exposure of the Transaction on the next Valuation Date by seeking quotations
from two (2) Reference Market-makers for their determination of Exposure
of the Transaction on such Valuation Date and the Valuation Agent will use the
greater of either (a) its own


 


G-8





















 


determination or (b) the highest quotation for
a Reference Market-maker, if applicable, for the next Valuation Date; provided,
that this Paragraph 13(l)(xi) shall only apply to the extent that the Offered
Certificates outstanding at such time (as defined in the PSA) are rated higher
by S&P than the S&P L-T Rating of Party A; and provided further, that
Party A shall not seek verification of its determination of Exposure as
described above from the same Reference Market-maker more than four times in
any twelve-month period.


 


G-9





















 


	
  CREDIT SUISSE FIRST BOSTON

  INTERNATIONAL

  	
   

  	
  LONG BEACH MORTGAGE LOAN TRUST

  2005-WL3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By Deutsche Bank National Trust Company, not in

  its individual capacity but solely as Trustee on

  behalf of Long Beach Mortgage Loan Trust

  2005-WL3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
  Title:

  
											



 


G-10





















 


Rate Swap
Schedule


 


SCHEDULE


to the


Master
Agreement


 


dated as of November 30, 2005


 


between


 


 


	
  CREDIT
  SUISSE FIRST BOSTON

  INTERNATIONAL

  	
   

  	
   

  	
   

  	
  LONG
  BEACH MORTGAGE LOAN TRUST

  2005-WL3

  
	
   

  	
   

  	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (“Party A”)

  	
   

  	
   

  	
   

  	
  (“Party B”)

  



 


Part 1


 


Termination
Provisions.


 


(a)           “Specified
Entity” means in
relation to Party A for the purpose of:


 


	
  Section 5(a)(v),

  	
   

  	
  Not applicable

  
	
  Section 5(a)(vi),

  	
   

  	
  Not applicable

  
	
  Section 5(a)(vii),

  	
   

  	
  Not applicable

  
	
  Section 5(b)(iv),

  	
   

  	
  Not applicable

  



 


and
in relation to Party B for the purpose of:


 


	
  Section 5(a)(v),

  	
   

  	
  Not applicable

  
	
  Section 5(a)(vi),

  	
   

  	
  Not applicable

  
	
  Section 5(a)(vii),

  	
   

  	
  Not applicable

  
	
  Section 5(b)(iv),

  	
   

  	
  Not applicable

  



 


(b)           “Specified
Transaction” will have
the meaning specified in Section 14 of this Agreement.


 


(c)           Certain
Events of Default.  The following Events of Default will apply to
the parties as specified below, and the definition of “Event of Default” in Section 14
is deemed to be modified accordingly:


 


Section 5(a)(i) (Failure to Pay or
Deliver) will apply to Party A and Party B.


Section 5(a)(ii) (Breach of Agreement)
will not apply to Party A or Party B.


Section 5(a)(iii) (Credit Support
Default) will not apply to Party A or Party B provided that Section 5(a)(iii) will
apply to Party B to the extent that, and for so long as, Party A has posted
collateral under the Credit Support Annex attached hereto.


Section 5(a)(iv) (Misrepresentation)
will not apply to Party A or Party B.


Section 5(a)(v) (Default under
Specified Transaction) will not apply to Party A or Party B.


Section 5(a)(vi) (Cross Default)
will not apply to Party A or Party B.


 


G-11





















 


Section 5(a)(vii) (Bankruptcy) will
apply to Party A and Party B; provided that clause (2) thereof shall not
apply to Party B.


Section 5(a)(viii) (Merger without
Assumption) will apply to Party A and will not apply to Party B.


 


(d)           Termination
Events.  The following Termination Events will apply
to the parties as specified below:


 


Section 5(b)(i) (Illegality) will
apply to Party A and Party B.


Section 5(b)(ii) (Tax Event) will
apply to Party A and Party B.


Section 5(b)(iii) (Tax Event upon
Merger) will apply to Party A and will not apply to Party B.


Section 5(b)(iv) (Credit Event upon
Merger) will not apply to Party A or Party B.


 


(e)           The “Automatic Early Termination” provision of Section 6(a) of
this Agreement will not apply to Party A or Party B.


 


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


 


(i)            Loss will apply.


 


(ii)           The Second Method will apply.


 


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


 


(h)           Additional
Termination Events.  The following Additional Termination Events
will apply, in each case with respect to Party B as the sole Affected Party
(unless otherwise provided below):


 


(i)            Party A fails to comply with the Downgrade
Provisions as set forth in Part 5(b). 
For all purposes of this Agreement, Party A shall be the sole Affected
Party with respect to the occurrence of a Termination Event described in this Part 1(h)(i).


 


(ii)           The Pooling and Servicing Agreement dated as
of November 1, 2005 between Long Beach Securities Corp. as Depositor, Long
Beach Mortgage Company as Master Servicer, Deutsche Bank National Trust Company
as Trustee for the Trust (the “Trustee”)
as amended and supplemented from time to time (the “PSA”) is amended or modified without the prior written consent
of Party A, where such consent is required under the terms of the PSA.


 


G-12





















 


Part 2


 


Tax Representations.


 


(a)           Payer
Representations. For the
purpose of Section 3(e) of this Agreement, Party A will make the
following representation and Party B will make the following representation:


 


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) of this Agreement by reason
of material prejudice to its legal or commercial position.


 


(b)           Payee
Representations. For the
purpose of Section 3(f) of this Agreement, Party A and Party B make
the representations specified below, if any:


 


(i)            Party A makes the following representation to
Party B:


 


(A)          Party A is entering into each Transaction in
the ordinary course of its trade as, and is, a recognized UK bank as defined in
Section 840A of the UK Income and Corporation Taxes Act of 1988.


 


(B)           Party A has been approved as a Withholding
Foreign Partnership by the US Internal Revenue Service.


 


(C)           Party A’s Withholding Foreign Partnership
Employer Identification Number is 98-0330001.


 


(D)          Party A is a partnership that agrees to
comply with any withholding obligation under Section 1446 of the Internal
Revenue Code.


 


(ii)           Party B makes no representations for the
purpose of Section 3(f) of this Agreement.


 


G-13





















 


Part 3


 


Agreement
to Deliver Documents.


 


For
the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents, as applicable:


 


(a)           Tax forms, documents or certificates to be
delivered are:— None


 


(b)           Other documents to be delivered are:— 


 


	
  Party

  required to

  deliver

  document

  	
   

  	
  Form/Document/Certificate

  	
   

  	
  Date by which to be

  delivered

  	
   

  	
  Covered by

  Section 3(d)

  Representation

  
	
  Party A

  	
   

  	
  Certified copies of the charter and by-laws
  of such party (or a resolution containing excerpts of such party’s by-laws),
  and of the resolutions of the board of directors of such party, or other
  applicable document, authorizing the execution and delivery of this Agreement
  and each Confirmation by such party.

  	
   

  	
  At or promptly following execution of this
  Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Evidence reasonably satisfactory to the
  other party as to the names, true signatures and authority of the officers or
  officials signing this Agreement or any Confirmation on its behalf

  	
   

  	
  Upon execution of this Agreement

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and B

  	
   

  	
  An opinion of counsel to such party reasonably
  satisfactory in form and substance to the other party

  	
   

  	
  Upon execution of this Agreement.

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  A copy of the annual report for such party
  containing audited or certified financial statements for the most recently
  ended financial year

  	
   

  	
  Upon request, as soon as publicly available

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  All opinions of counsel to Party B and
  counsel to the Servicer, delivered as of the Closing Date

  	
   

  	
  Upon execution of this Agreement

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Such other information in connection with
  the Certificates or the PSA in the possession of Party B as Party A may
  reasonably request.

  	
   

  	
  Upon request

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  An executed copy of the PSA.

  	
   

  	
  Within 30 days after the date of this
  Agreement.

  	
   

  	
  Yes

  



 


G-14





















 


Part 4.


 


Miscellaneous.


 


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


 


Party A:


 


(1)           Address for notices or communications to
Party A (other than by facsimile):-


 


	
  Address:

  	
   

  	
  One Cabot Square London E14 4QJ England

  	
   

  	
  Attention:

  	
   

  	
  (1) Head of Credit Risk Management;

  (2) Managing Director - Operations Department;

  (3) Managing Director - Legal Department

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telex No.:

  	
   

  	
  264521

  	
   

  	
  Answerback:

  	
   

  	
  CSFBI G

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (For all purposes.)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(2)           For the purpose of facsimile notices or
communications under this Agreement (other than a notice or communication under
Section 5 or 6):-


 


Facsimile No.:       44 20 7888 2686

Attention:              Managing Director - Legal Department


 


Telephone number for oral confirmation of receipt of
facsimile in legible form: 44 20 7888 2028

Designated responsible employee for the purposes of Section 12(a)(iii):  Senior Legal Secretary


 


	
  Party B:

  	
   

  	
  Long Beach Mortgage Loan Trust 2005-WL3

  
	
   

  	
   

  	
   

  
	
  c/o:

  	
   

  	
  Deutsche Bank National Trust Company

  1761 East St. Andrew Place,

  Santa Ana,

  California 92705-4934

  Attention: LB05W3

  Telephone number: 714-247-6000

  
	
   

  	
   

  	
   

  
	
  (For all purposes.)

  	
   

  	
   

  



 


With copies to:–


 


	
   

  	
   

  	
  Credit Suisse First Boston LLC

  11 Madison Avenue

  New York, N.Y. 10010

  United States

  Attention:: Joseph Little

  Telephone number: (212) 325-4917

  Facsimile number: (212) 742-5181

  



 


G-15





















 


(b)           Process
Agent. For the purposes
of Section 13(c) of this Agreement:


 


Party A appoints as its Process Agent: 


 


	
   

  	
  Credit Suisse First Boston LLC

  Eleven Madison Avenue

  New York, NY 10010

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
   

  	
  Legal and Compliance Department

  



 


Party B appoints as its Process Agent:  Not applicable.


 


(c)           Offices. With respect to Party A, the provisions of Section 10(a) will
apply to this Agreement.


 


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


 


Party A is not a Multibranch Party. 

Party B is not a Multibranch Party.


 


(e)           Calculation
Agent. The Calculation
Agent is Party A.


 


(f)            Credit
Support Document. Credit
Support Document means


 


With respect to Party A:  The Credit Support Annex.


 


With respect to Party B:  The PSA.


 


(g)           Credit
Support Provider.


 


Credit Support Provider means in relation to Party
A:  Not applicable.

Credit Support Provider means in relation to Party B:  Not applicable.


 


(h)           Governing
Law. This Agreement will
be governed by and construed in accordance with the laws of the State of New
York (without reference to choice of law doctrine other than New York General
Obligation Law Sections 5-1401 and 5-1402).


 


(i)            Netting of
Payments. Subparagraph (ii) of
Section 2(c) of this Agreement will apply to all Transactions.


 


(j)            “Affiliate.” 
Affiliate will have the meaning specified in Section 14, provided
that Party B shall be deemed to have no Affiliates.


 


G-16





















 


Part 5.


 


Other
Provisions.


 


(a)           Definitions.


 


Any capitalized terms used but not otherwise defined
in this Agreement shall have the meanings assigned to them (or incorporated by
reference) in the PSA.  In the event of
any inconsistency between the terms of this Agreement and the terms of the PSA,
this Agreement will govern.


 


(b)           Downgrade
Provisions.


 


(1)           It shall be a collateralization event (a “Collateralization Event”) if (A) (i) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of Party A are rated below “A1” by Moody’s Investors Service, Inc.
(“Moody’s”) or are rated “A1” by
Moody’s and such rating is on watch for possible downgrade (but only for so
long as it is on watch for possible downgrade) and (ii) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations of
Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and
such rating is on watch for possible downgrade (but only for so long as it is
on watch for possible downgrade), (B) no short-term rating is available
from Moody’s and the unsecured, unguaranteed and otherwise unsupported
long-term senior debt obligations of Party A are rated below “Aa3” by
Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible
downgrade (but only for so long as it is on watch for possible downgrade), (C) either
(i) the unsecured, unguaranteed and otherwise unsupported short-term debt
obligations of Party A are rated below “A-1” by Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) or (ii) if Party A does
not have a short-term rating from S&P, the unsecured, unguaranteed and
otherwise unsupported long-term senior debt obligations of Party A are
rated below “A+” by S&P or (D) either (i) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations of
Party A are rated below “F-1” by Fitch, Inc. (“Fitch”) or (ii) if Party A does
not have a short-term rating from Fitch, the unsecured, unguaranteed and
otherwise unsupported long-term senior debt obligations of Party A are
rated “A” by Fitch.  For the avoidance of
doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence
of a Collateralization Event, this Agreement and each Transaction hereunder
shall continue to qualify as a Swap Agreement for purposes of the distribution
priorities in Article IV of the PSA. 
During any period in which a Collateralization Event is occurring,
Party A shall, at its own expense, either (i) post collateral
according to the terms of the 1994 ISDA Credit Support Annex to this Schedule  ,
including Paragraph 13, thereof (the “Credit
Support Annex”), (ii) furnish a guarantee of Party A’s obligations
under this Agreement from a guarantor with a long-term credit rating greater
than or equal to “A+” by S&P, “Aa3” by Moody’s and “A” by Fitch or (iii) obtain
a substitute counterparty that (a) is reasonably acceptable to
Party B, and confirmed in writing by the Rating Agencies (as defined in
the PSA), (b) satisfies the Hedge Counterparty Ratings Requirement (as
defined herein) and (c) assumes the obligations of Party A under this
Agreement (through an assignment and assumption agreement in form and substance
reasonably satisfactory to Party B) or replaces the outstanding
Transactions hereunder with transactions on identical terms, except that
Party A shall be replaced as counterparty, provided that such substitute
counterparty, as of the date of such assumption or replacement, must not, as a
result thereof, be required to withhold or deduct on account of tax under the
Agreement or the new transactions, as applicable, and such assumption or
replacement must not lead to a termination event or event of default occurring
in respect of the new transactions, as applicable.  To the extent that Party A elects or is
required to post collateral pursuant to this Part 5(b)(1), Party A shall
request its legal counsel to deliver to each applicable Rating Agency within
thirty (30) calendar days of the occurrence of such Collateralization Event an
opinion as to the enforceability of the Credit Support Annex.


 


(2)           It shall be a ratings event (a “Ratings Event”) if at any time after the
date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings
Threshold.  “Hedge Counterparty Ratings Threshold” shall mean (A) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of Party A are rated at least “BBB-” by S&P, (B) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of Party A are rated at least “A3” by Moody’s (and such rating
is not on watch for possible downgrade) and the unsecured, unguaranteed and
otherwise unsupported short-term debt obligations of Party A are rated at
least “P-2” by Moody’s (and such rating is not on watch for possible


 


G-17





















 


downgrade), and (C) either (i) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of Party A are rated at least “BBB-” by Fitch or (ii) the
unsecured, unguaranteed and otherwise unsupported short-term debt obligations
of Party B are rated at least “F-2” by Fitch.  For the avoidance of all doubts, the parties
hereby acknowledge and agree that notwithstanding the occurrence of a Ratings
Event, this Agreement and each Transaction hereunder shall continue to qualify
as a Swap Agreement for purposes of the distribution priorities in Section 4.01
of the PSA.


 


(3)           Following a Ratings Event, Party A shall
take the following actions:


 


(a)           Party A, at its sole expense, shall (i) commence
actively to seek to obtain a substitute counterparty that (A) is confirmed
in writing by the Rating Agencies, (B) satisfies the Hedge Counterparty
Ratings Requirement and (C) assumes the obligations of Party A under
this Agreement (through an assignment and assumption agreement in form and
substance reasonably satisfactory to Party B) or replaces the outstanding
Transactions hereunder with transactions on identical terms, except that
Party A shall be replaced as counterparty, provided that such substitute
counterparty, as of the date of such assumption or replacement, must not, as a
result thereof, be required to withhold or deduct on account of tax under the
Agreement or the new transactions, as applicable, and such assumption or
replacement must not lead to a termination event or event of default occurring
in respect of the new transactions, as applicable, and (ii) be required to
post collateral as set forth in (b) below;


 


(b)           If Party A has not obtained a substitute
counterparty as set forth in (3)(a) above within 30 days (or, in the
case of a failure to meet the requirements of subparagraph (A) of the
definition of “Hedge Counterparty Ratings Threshold”, as soon as commercially
practicable after such failure) of the Ratings Event, then Party A shall
continue to seek a substitute counterparty and, on or prior to the expiration
of such period, post collateral according to the terms of the Credit Support
Annex.  Notwithstanding anything
contained herein to the contrary, if Party A is required to transfer its rights
and obligations under this Agreement pursuant to this Part 5(b)(3) as
a result of a rating issued by S&P, Party A shall, at all times prior to
such transfer, be required to post collateral in accordance with (i) the
terms of the Credit Support Annex or (ii) an agreement with Party B
providing for the posting of collateral, which agreement shall satisfy the
Rating Agency Condition specified in Part 5(n) below and require Party A
to post the required collateral.


 


“Hedge
Counterparty Ratings Requirement” shall mean (a) either (i) the
unsecured, unguaranteed and otherwise unsupported short-term debt obligations
of the substitute counterparty are rated at least “A-1” by S&P or (ii) if
the substitute counterparty does not have a short-term rating from S&P, the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of the substitute counterparty are rated at least “A+” by S&P, (b) either
(i) the unsecured, unguaranteed and otherwise unsupported long-term senior
debt obligations of such substitute counterparty are rated at least “A1” by
Moody’s (and if rated “A1” by Moody’s, such rating is not on watch for possible
downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term
debt obligations of such substitute counterparty are rated at least “P-1” by
Moody’s (and if rated “P-1” by Moody’s, such rating is not on watch for
possible downgrade and remaining on watch for possible downgrade), or (ii) if
such substitute counterparty does not have a short-term debt rating from Moody’s,
the unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such substitute counterparty are rated at least “Aa3” by Moody’s
(and if rated “Aa3” by Moody’s, such rating is not on watch for possible
downgrade), and (c) either (i) the unsecured, unguaranteed and
otherwise unsupported long-term senior debt obligations of such substitute
counterparty are rated at least “A” by Fitch or (ii) the unsecured,
unguaranteed and otherwise unsupported short-term debt obligations of such
substitute counterparty are rated at least “F1” by Fitch. For the purpose of
this definition, no direct or indirect recourse against one or more
shareholders of the substitute counterparty (or against any Person in control
of, or controlled by, or under common control with, any such shareholder) shall
be deemed to constitute a guarantee, security or support of the obligations of
the substitute counterparty.


 


G-18





















 


(c)           Section 3(a) of this Agreement is
hereby amended to include the following additional representations after
paragraph 3(a)(v):


 


(vi)          Eligible
Contract Participant. It
is an “eligible contract participant” as defined in section 1a(12) of the
U.S. Commodity Exchange Act.


 


(vii)         Individual
Negotiation. This
Agreement and each Transaction hereunder is subject to individual negotiation
by the parties.


 


(viii)        Relationship
between Party A and Party B. Subject as provided in Part 5(g), each of Party A and Party B
will be deemed to represent to the other on the date on which it enters into a
Transaction or an amendment thereof that (absent a written agreement between
Party A and Party B that expressly imposes affirmative obligations to the
contrary for that Transaction):


 


(1)           Principal. It is acting as principal and not as agent
when entering into this Agreement and each Transaction.


 


(2)           Non-Reliance.
It is acting for its own
account and it has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of the
other party as investment advice or as a recommendation to enter into that
Transaction; it being understood that information and explanations related to
the terms and conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that 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 that Transaction.


 


(3)           Evaluation
and Understanding. It is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and each Transaction hereunder. It is
also capable of assuming, and assumes, all financial and other risks of this
Agreement and each Transaction hereunder.


 


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


 


(d)           Section 1(c).  For purposes of Section 1(c) of the Agreement, the
Transaction with External ID: 9261563 shall be the sole Transaction under the
Agreement.


 


(e)           Transfer.  Section 7 is hereby amended to read in its entirety as follows:


 


Except as stated under Section 6(b)(ii), neither
Party A nor Party B is permitted to assign, novate or transfer (whether by way
of security or otherwise) as a whole or in part any of its rights, obligations
or interests under this Agreement or any Transaction without the prior written
consent of the other party; provided, however, that (i) Party A may make
such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of substantially all of its assets
to, another entity, or an incorporation, reincorporation or reconstitution, and
(ii) Party A may transfer this Agreement to any Person that is an office,
branch or affiliate of Party A (any such Person, office, branch or affiliate, a
“Transferee”) on at least five
Business Days’ prior written notice to Party B; provided that, with respect to
clause (ii), (A) as of the date of such transfer the Transferee will not
be required to withhold or deduct on account of a Tax from any payments under
this Agreement unless the Transferee will be required to make payments of
additional amounts pursuant to Section 2(d)(i)(4) of this Agreement
in respect of such Tax; (B) a Termination Event or Event of Default does
not occur under this Agreement as a result of such transfer; (C) such
notice is accompanied by a written instrument pursuant to which the Transferee
acquires and assumes the rights and obligations of Party A so transferred; and (D) Party
A will be responsible for any costs or expenses incurred in connection with
such transfer.  Party B will execute such
documentation as is reasonably deemed necessary by Party A for the


 


G-19





















 


effectuation of any such transfer.  Notwithstanding the foregoing, no such
transfer shall be made unless the transferring party obtains a written
acknowledgment from each of the Rating Agencies that, notwithstanding such
transfer, the then-current ratings of the Certificates will not be reduced or
withdrawn.


 


Except as specified otherwise in the documentation
evidencing a transfer, a transfer of all the obligations of Party A made in
compliance with this Section 7 will constitute an acceptance and
assumption of such obligations (and any related interests so transferred) by
the Transferee, a novation of the transferee in place of Party A with respect
to such obligations (and any related interests so transferred), and a release
and discharge by Party B of Party A from, and an agreement by Party B not to
make any claim for payment, liability, or otherwise against Party A with
respect to, such obligations from and after the effective date of the transfer.


 


(f)            Trustee
Capacity.  It is expressly understood and agreed by the
parties hereto that (i) this Agreement is executed and delivered by the
Trustee not individually or personally but solely as trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it under the
PSA, (ii) each of the representations, undertakings and agreements herein
made on the part of the Trust is made and intended not as personal representations,
undertakings and agreements by the Trustee but is made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability on the part of the Trustee, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto and by any Person claiming by, through or under the parties hereto and (iv) under
no circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement or any other related documents as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the
terms of the PSA.


 


(g)           Additional
Representations.


 


Party B represents that:


 


(i)            Status. 
The Trustee is trustee of the Trust whose appointment is valid and
effective both under the laws of the State of New York and under the PSA, and
the Trustee has the power to own assets in its capacity as trustee of the
Trust.


 


(ii)           Powers. In its capacity as trustee of the
Trust, the Trustee has power under the PSA to execute this Agreement and any
other documentation relating to this Agreement that the Trustee is executing
and delivering on behalf of the Trust, to deliver this Agreement and any other
documentation relating to this Agreement that it is required to execute and
deliver and to perform the obligations (on behalf of the Trust) under this
Agreement and any obligations (on behalf of the Trust) under any Credit Support
Document to which the Trust is party and has taken all necessary action to
authorize such execution, delivery and performance;


 


(iii)          No violation or conflict. Such execution,
delivery and performance do not violate or conflict with any law applicable to
the Trustee or the Trust, any provision of the PSA, any order or judgment of
any court or other agency of government applicable to the Trustee, the Trust or
any assets of the Trust, or any contractual restriction binding on or affecting
the Trustee, the Trust or any assets of the Trust;


 


(iv)          Consents. All governmental and other consents
that are required have been obtained by the Trust with respect to this
Agreement or any Credit Support Document to which the Trust is party have been
obtained and are in full force and effect and all conditions of such consents
have been complied with; and


 


(v)           Obligations binding. The obligation of the
Trust under this Agreement and any Credit Support Document to which the Trust
is party constitute legal, valid and binding obligations of the Trust,
enforceable against the Trust in accordance with their respective terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors’ rights


 


G-20





















 


generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or law)) and no circumstances are known to
the Trust or the Trustee which would or might prevent the Trustee from having
recourse to the assets of the Trust for the purposes of meeting such
obligations.


 


(h)           Proceedings. 
Without impairing any right afforded to it under the PSA as a third
party beneficiary, Party A shall not institute against or cause any other
person to institute against, or join any other person in instituting against
the Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state
bankruptcy, dissolution or similar law, for a period of one year and one day,
or if longer the applicable preference period then in effect, following
indefeasible payment in full of the Certificates.  Nothing shall preclude, or be deemed to stop,
Party A (i) from taking any action prior to the expiration of the
aforementioned one year and one day period, or if longer the applicable
preference period then in effect, in (A) any case or proceeding
voluntarily filed or commenced by Party B or (B) any involuntary
insolvency proceeding filed or commenced by a Person other than Party A, or (ii) from
commencing against Party B or any of the Mortgage Loans any legal action which
is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceeding.


 


(i)            Change of
Account.  Section 2(b) of this Agreement is
hereby amended by the addition of the following after the word “delivery” in
the first line thereof:-


 


“to another account in the same legal and tax
jurisdiction as the original account”


 


(j)            Pooling
and Servicing Agreement.  Party B will provide at least ten days’ prior
written notice to Party A of any proposed amendment or modification to the PSA
and Party B will obtain the prior written consent of Party A to any such
amendment or modification, where such consent is required under the terms of
the PSA.


 


(k)           Set-off. 
Notwithstanding any provision of this Agreement or any other existing or
future agreements, each of Party A and Party B irrevocably waives as to itself
any and all contractual rights it may have to set off, net, recoup or otherwise
withhold or suspend or condition its payment or performance of any obligation
to the other party under this Agreement against any obligation of one party
hereto to the other party hereto arising outside of this Agreement.  The provisions for set-off set forth in Section 6(e) of
this Agreement shall not apply for purposes of this Transaction.


 


(l)            Notice of
Certain Events or Circumstances.  Each party agrees, upon learning of the
occurrence or existence of any event or condition that constitutes (or that
with the giving of notice or passage of time or both would constitute) an Event
of Default or Termination Event with respect to such party, promptly to give
the other party notice of such event or condition (or, in lieu of giving notice
of such event or condition in the case of an event or condition that with the
giving of notice or passage of time or both would constitute an Event of
Default or Termination Event with respect to the party, to cause such event or
condition to cease to exist before becoming an Event of Default or Termination
Event); provided that failure to provide notice of such event or condition
pursuant to this Part 5(l) shall not constitute an Event of Default or a
Termination Event.


 


(m)          Regarding
Party A.  Party B acknowledges and agrees that Party A
has had and will have no involvement in and, accordingly Party A accepts no
responsibility for:  (i) the
establishment, structure, or choice of assets of Party B; (ii) the
selection of any person performing services for or acting on behalf of Party B;
(iii) the selection of Party A as the Counterparty; (iv) the terms of
the Certificates; (v) the preparation of or passing on the disclosure and
other information contained in any offering circular for the Certificates, the
PSA, or any other agreements or documents used by Party B or any other party in
connection with the marketing and sale of the Certificates (other than
information provided by Party A for purposes of the disclosure document
relating to the Certificates); (vi) the ongoing operations and
administration of Party B, including the furnishing of any information to Party
B which is not specifically required under this Agreement; or (vii) any
other aspect of Party B’s existence.


 


(n)           Rating
Agency Condition.  Without prejudice to Section 9 of this
Agreement, this Agreement will not be amended unless Party B shall have
received prior written confirmation from each of the Rating Agencies


 


G-21





















 


that such amendment will not cause S&P, Moody’s
or Fitch to downgrade or withdraw its then-current ratings of any outstanding
Certificates.


 


(o)           Jurisdiction. Section 13(b) is hereby amended
by: (i) deleting in the second line of subparagraph (i) thereof the
word “non-” and (ii) deleting the final paragraph thereof.


 


(p)           Waiver of
Jury Trial. Each party
waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any suit, action or proceeding relating
to this Agreement or any Credit Support Document. Each party (i) certifies
that no representative, agent or attorney of the other party or any Credit
Support Provider has represented, expressly or otherwise, that such other party
would not, in the event of such a suit, action or proceeding, seek to enforce
the foregoing waiver and (ii) acknowledges that it and the other party
have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual waivers and
certifications in this Section.


 


(q)           Consent to
Recording. Each party (i) consents
to the recording of the telephone conversations of trading and marketing
personnel of the parties in connection with this Agreement or any potential
transaction and (ii) if applicable, agrees to obtain any necessary consent
of, and give notice of such recording to, such personnel.


 


(r)            Independent
Reliance.  The parties agree to amend Section 3 of
this Agreement by the addition of the following provision at the end thereof
and marked as subsection (g).


 


“(g)         Independent Reliance.  
Party A is entering
into this Agreement and will enter into each Transaction in reliance upon such
tax, accounting, regulatory, legal, and financial advice as it deems necessary
and not upon any view expressed by the other party.  Party B is entering into this Agreement and
will enter into each Transaction in reliance upon the direction of the
Depositor and not upon any view expressed by the other party.”


 


(s)           Escrow
Payments.  If (whether by reason of the time difference
between the cities in which payments are to be made or otherwise) it is not
possible for simultaneous payments to be made on any date on which both parties
are required to make payments hereunder, either party may at its option and in
its sole discretion notify the other party that payments on that date are to be
made in escrow.  In this case deposit of
the payment due earlier on that date shall be made by 2:00 pm (local time at
the place for the earlier payment) on that date with an escrow agent selected
by the notifying party, accompanied by irrevocable payment instructions (i) to
release the deposited payment to the intended recipient upon receipt by the
escrow agent of the required deposit of the corresponding payment from the
other party on the same date accompanied by irrevocable payment instructions to
the same effect or (ii) if the required deposit of the corresponding
payment is not made on that same date, to return the payment deposited to the
party that paid it into escrow.  The
party that elects to have payments made in escrow shall pay all costs of the
escrow arrangements.


 


(t)            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 illegal,
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 illegal, 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 to this Agreement.


 


G-22





















 


IN WITNESS WHEREOF, the parties have executed this document by
their duly authorized officers with effect from the date specified on the first
page hereof.


 


 


	
  CREDIT SUISSE FIRST BOSTON

  INTERNATIONAL

  	
   

  	
  LONG BEACH MORTGAGE LOAN TRUST

  2005-WL3

  

  By Deutsche Bank National Trust Company, not in

  its individual capacity but solely as Trustee on

  behalf of Long Beach Mortgage Loan Trust

  2005-WL3

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:  

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:  

  
	
  Title:

  	
   

  	
  Title:

  



 


G-23





















 


	
  

  	
   

  	
  CREDIT SUISSE FIRST BOSTON INTERNATIONAL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  One Cabot Square,

  	
   

  	
  Telephone 020 7888 8888

  
	
   

  	
  London E14 4QJ

  	
   

  	
  www.csfb.com

  



 


Facsimile
Cover Sheet


 


	
  To:

  	
   

  	
  Long Beach Mortgage Loan Trust 2005-WL3 (the
  “Trust”)

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Heakyung Chung, CSFBi Marketer

  
	
   

  	
   

  	
   

  
	
  Fax number:

  	
   

  	
  To be delivered by Heakyung Chung

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  November 30, 2005

  
	
   

  	
   

  	
   

  
	
  Pages (including cover page):

  	
   

  	
  9

  



 


Our Reference No: External ID: 9261563 / Risk ID: 553330023


 


Credit Suisse First Boston International has entered into a transaction
with you as attached.  Please find
attached a letter agreement (the “Confirmation”) which confirms the terms and
conditions of the above transaction.


 


If you agree with the terms specified therein, please arrange for the Confirmation to be signed by
your authorised signatories and return a signed copy to this office
to the facsimile listed below. 


 


	
  For Interest Rate Products:

  Telephone Numbers: (212) 538-9370

  Facsimile number: (917) 326-8603

  Email: list.otc-inc-accept-ny@csfb.com

  	
   

  	
  For Equity Derivatives:

  Telephone numbers: (212) 538-4437 / (212) 538-8297 /

  (212) 325-5119

  Facsimile number: (212) 325-8173

  
	
   

  	
   

  	
   

  
	
  For Credit Derivatives:

  Telephone Numbers: (212) 538-9370

  Facsimile number: (917) 326-8603

  Email: list.otc-inc-accept-ny@csfb.com

  	
   

  	
   

  



 


We are delighted to have entered into this transaction with you.


 


 


CONFIDENTIALITY
NOTICE: This facsimile is intended only for the use of the individual or entity
to which it is addressed and may contain information which is privileged and
confidential. If the reader of this message is not the intended recipient or an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by telephone and return
the original message to us by mail. Thank you.


 


G-24





















 


November 30, 2005


 


Long Beach Mortgage Loan Trust 2005-WL3


 


External ID: 9261563


 


 


Dear Sir/Madam:


 


The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the “Transaction”).  This Confirmation constitutes a “Confirmation”
as referred to in the Agreement specified below.


 


In this Confirmation “Party A” means Credit
Suisse First Boston International and “Party B” means Long Beach Mortgage Loan
Trust 2005-WL3 (the “Trust”).


 


1.             The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) (the “Definitions”) are incorporated into this
Confirmation.  In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.  References
herein to a “Transaction” shall be deemed to be references to a “Swap
Transaction” for the purposes of the Definitions.


 


This Confirmation supplements, forms part of,
and is subject to, the 1992 ISDA Master Agreement dated as of November 30,
2005 as amended and supplemented from time to time (the “Agreement”), between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.  CSFBi and
Counterparty each represents to the other that it has entered into this Swap Transaction
in reliance upon such tax, accounting, regulatory, legal, and financial advice
as it deems necessary and not upon any view expressed by the other.  Terms used herein and not otherwise defined
herein in the Definitions or the Agreement, shall have the meanings ascribed to
them in the Pooling and Servicing Agreement, dated as of November 1, 2005
between Long Beach Securities Corp. as Depositor, Long Beach Mortgage Company,
as Master Servicer, and Deutsche Bank National Trust Company, as Trustee for
the Trust, as amended and supplemented from time to time (the “PSA”). 
In the event of an inconsistency between the terms defined in the PSA
and this Confirmation, this Confirmation will govern.


 


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


 


	
  Trade Date:

  	
   

  	
  November 29, 2005

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  November 30, 2005

  



 


G-25





















 


	
  Termination Date:

  	
   

  	
  The earliest of (a) the Distribution
  Date on which the Certificate Principal Balance of the Class II-A2A
  Certificates has been reduced to zero, (b) the Distribution Date on
  which all of the Trust’s assets are distributed following the exercise by the
  Terminator of its right of optional termination as described in the PSA, (c) the
  date on which all of the Trust’s obligations under the PSA are otherwise
  reduced to zero and (d) the Distribution Date in November, 2035.

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer:

  	
   

  	
  In respect of each Party A Floating Amount,
  Party A and in respect of each Party B Floating Amount, Party B.

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  In respect of each Payment Date, the lesser
  of (a) the Certificate Principal Balance of the Class II-A2A
  Certificates as of the last day of the related Calculation Period and (b) the
  product of (i) the Group II Fraction and (ii) the aggregate Stated
  Principal Balance of the Group II Mortgage Loans, as of the first day of the
  calendar month in which the related Payment Date falls after giving effect to
  any 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, in each case as set forth in
  the Trustee’s statement issued in respect of the related Calculation Period
  pursuant to Section 4.03(a) of the PSA.

  
	
   

  	
   

  	
   

  
	
  Calculation Period:

  	
   

  	
  In respect of each Payment Date, the period
  from, and including, the immediately preceding Payment Date, to, but
  excluding, the relevant Payment Date, provided that the initial Calculation
  Period shall commence on, and include, the Effective Date and the final
  Calculation Period shall end on, and exclude, the Termination Date.

  
	
   

  	
   

  	
   

  
	
  Payment Dates:

  	
   

  	
  Each Distribution Date, commencing in the
  calendar month of December 2005.

  
	
   

  	
   

  	
   

  
	
  Floating Rate Day Count Fraction:

  	
   

  	
  Actual/360

  



 


G-26





















 


	
  Business Days:

  	
   

  	
  New York, New York; Los Angeles,
  California; Seattle, Washington; Wilmington, Delaware; and the city in which
  the Corporate Trust Office of the Trustee is located

  
	
   

  	
   

  	
   

  
	
  Party A Floating Amounts

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party A Floating Amounts:

  	
   

  	
  In respect of each Payment Date, the
  product of:



  (a)           the
  greater of:

   

  (i)            zero;
  and

   

  (ii)           the
  Formula Rate applicable to the Class II-A2A Certificates in respect of
  the related Distribution Date, less the Net WAC Rate in respect of the Group
  II Senior Certificates for the related Distribution Date;

   

  (b)           the
  Notional Amount; and

   

  (c)           the
  Floating Rate Day Count Fraction.

  
	
   

  	
   

  	
   

  
	
  Party B Floating Amounts

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B Floating Amounts:

  	
   

  	
  In respect of each Payment Date, the
  product of:

   

  (a)           the
  Notional Amount;

   

  (b)           the
  Swap Fee Rate; and

   

  (c)           the
  Floating Rate Day Count Fraction.

  
	
   

  	
   

  	
   

  
	
  Swap Fee Rate:

  	
   

  	
  0.09 per cent. per annum in respect of each
  Calculation Period falling in the period from, and including, the Effective
  Date to, but excluding, the Optional Termination Date, and 0.18 per cent. per
  annum in respect of each Calculation Period (if any) falling in the period
  from, and including, the Optional Termination Date to, but excluding, the
  Termination Date.

  
	
   

  	
   

  	
   

  
	
  3.             Other
  provisions:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Swap Reimbursement Amount:

  	
   

  	
  In respect of each Payment Date, an amount
  equal to the Party A Floating Amount in respect of such Payment Date.

  



 


G-27





















 


	
  Gross Swap Reimbursement Amount:

  	
   

  	
  In respect of each Payment Date, the sum of
  (a) the Swap Reimbursement Amount in respect of such Payment Date, (b) any
  portion of the Gross Swap Reimbursement Amount in respect of the prior
  Payment Date that remains unpaid as of the date immediately after such prior
  Payment Date and (c) interest in respect of any such unpaid Gross Swap
  Reimbursement Amount charged at a rate (calculated using the Floating Rate
  Day Count Fraction) equal to the Formula Rate in respect of the Class II-A2A
  Certificates applicable to the prior Calculation Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On each Payment Date, Party B shall pay to
  Party A the Gross Swap Reimbursement Amount in respect of such Payment Date
  (if any), provided that a failure by Party B to make, when due, any payment
  of the Gross Swap Reimbursement Amount under this Transaction shall not
  constitute a Failure to Pay or Deliver in respect of Party B unless such
  failure occurs in breach of the PSA.

  
	
   

  	
   

  	
   

  
	
  Calculation of Loss following Termination
  Event/Event of Default:

  	
   

  	
  Upon the designation of an Early
  Termination Date in respect of this Transaction, the relevant party for the
  purposes of determining a party’s Loss in respect of this Transaction shall,
  in all circumstances, be Party A. In calculating a party’s Loss, Party A
  shall take into account the anticipated amortization of the Certificate
  Principal Balance of the Class II-A2A Certificates for all Calculation
  Periods that would otherwise have fallen after such Early Termination Date.

  
	
   

  	
   

  	
   

  
	
  Interest Payment Shortfalls:

  	
   

  	
  For the avoidance of doubt, the parties
  agree that the Party A Floating Amount shall not be increased due to any
  Prepayment Interest Shortfall, Relief Act Interest Shortfall or other
  interest shortfall below the Net WAC Rate as defined in the PSA.

  
	
   

  	
   

  	
   

  
	
  Formula Rate:

  	
   

  	
  The Formula Rate in respect of this transaction
  shall be equal to the Formula Rate as determined under the PSA. (As of the
  Effective Date, the Formula Rate for the Class II-A2A Certificates is
  LIBOR (as defined in the PSA) for such Distribution Date plus (A) on or
  prior to the Optional Termination Date, 0.14% per annum or (B) after the
  Optional Termination Date, 0.28% per annum.)

  



 


G-28





















 


	
  4.             Account
  details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments to Party A:

  	
   

  	
  Bank of New York

  SWIFT IRVTUS3N

  for favour Credit Suisse First Boston International, London

  A/c No. 8900360968

  
	
   

  	
   

  	
   

  
	
  Payments to Party B:

  	
   

  	
  To be advised under separate cover or
  telephone confirmed prior to each Payment Date

  



 


Credit Suisse First Boston International is regulated and authorised by
The Financial Services Authority and has entered into this Transaction as
principal.  The time at which the above
Transaction was executed will be notified to Party B on request.


 


G-29





















 


Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON

  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Confirmed as of the date first written
  above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LONG BEACH MORTGAGE LOAN TRUST 2005-WL3

  	
   

  
	
  By Deutsche Bank National Trust Company,

  	
   

  
	
  not in its individual capacity but solely
  as Trustee

  	
   

  
	
  on behalf of the trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
							



 


G-30





















 


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-WL3,
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                            .


 


H-1





















 


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-WL3,

Asset-Backed Certificates, Series 2005-WL3  


 


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-WL3, Asset-Backed
Certificates, Series 2005-WL3, (the “Certificates”), issued pursuant to a
Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and as seller, 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:


 


(A) In the case of
the Class C Certificates, the Class P Certificates and the Residual
Certificates the following statements in either (1) or (2) are accurate:


 


o (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


 


I-1





















 


o (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;


 


(B) In the case of
the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates either (i) such Transferee is neither a Plan nor a Person
acting on behalf of any such Plan or using the assets of any such Plan to
effect such transfer or (ii) the acquisition and holding of the such
Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.


 


 


IN
WITNESS WHEREOF, the Transferee executed this certificate.


 


	
   

  	
   

  	
   

  
	
   

  	
  [Transferee]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


I-2





















 


EXHIBIT J-1A


 


FORM OF CLASS B
CERTIFICATE TRANSFEROR CERTIFICATE


 


[Date]


 


[TRUSTEE]


 


Re:          Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates


Series 2005-WL3
(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 November 30, 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 November 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and as seller, 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.


 


J-1A-1





















 


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):


 


o            (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


 


o            (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


 


o            (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


 


o            (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:


 


J-1A-2





















 


(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:

  



 


J-1A-3





















 


EXHIBIT J-1B


 


FORM OF CLASS B
CERTIFICATE TRANSFEREE CERTIFICATE


 


[Date]


 


[TRUSTEE]


 


Re:          Long Beach Mortgage Loan Trust 2005-WL3,
Asset-Backed Certificates


Series 2005-WL3(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 November 30, 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 November 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and as seller, and
Deutsche Bank National Trust Company, as trustee (the “Trustee”).  All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement.  The Transferee hereby certifies, represents
and warrants to you, as Trustee, and for the benefit of the Trustee, the
Depositor, the Trust Fund and the Transferor, that:


 


1.             The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional
Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the
Securities Act of 1933, as amended (the “Securities Act”), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it of the Transferred
Certificates is being made in reliance on Rule 144A. The Transferee is acquiring
the Transferred Certificates for its own account or for the account of a
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases for
its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A.


 


2.             The
Transferee has been furnished with all information requested by it regarding (a) the
Transferred Certificates and payments thereon, (b) the nature and
performance of the Mortgage Loans, (c) the Agreement, and (d) any
credit enhancement mechanism associated with the Transferred Certificates.


 


3.             The
Transferee represents that any of (a) or (b) is satisfied, as marked
below:


 


o            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,


 


J-1B-1





















 


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


 


o            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:

  



 


J-1B-2





















 


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.


 


o            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.


 


o            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.


 


o            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


 


J-1B-3





















 


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.


 


o            Broker-dealer. The Transferee is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


 


o            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.


 


o            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.


 


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


 


o            Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as amended.


 


o            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


 


J-1B-4





















 


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.


 


	
  o

  	
   

  	
  o

  	
   

  	
  Will the
  Transferee be purchasing the Transferred Certificates only for the Transferee’s

  
	
  Yes

  	
   

  	
  No

  	
   

  	
  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:

  
					



 


J-1B-5





















 


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.


 


o                            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).


 


o                            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).


 


J-1B-6





















 


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.


 


	
  o

  	
   

  	
  o

  	
   

  	
  Will the
  Transferee be purchasing the Transferred Certificates only for the 

  
	
  Yes

  	
   

  	
  No

  	
   

  	
  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
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:


 


J-1B-7





















 


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-WL3,

Asset-Backed Certificates Series 2005-WL3   


 


Ladies and Gentlemen:


 


In
connection with our acquisition of $          
Initial Certificate Principal Balance of the Class [         ]
Certificate of Long Beach Mortgage Loan Trust 2005-WL3 Asset-Backed
Certificates, Series 2005-WL3 (the “Certificates”), issued pursuant to a
Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and as seller, 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


 


J-2-1





















 


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

  



 


J-2-2





















 


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-WL3,

Asset-Backed Certificates Series 2005-WL3


 


Ladies and Gentlemen:


 


In
connection with our acquisition of $                
Initial Certificate Principal Balance of the Class [        ]
Certificate of Long Beach Mortgage Loan Trust 2005-WL3 Asset-Backed
Certificates, Series 2005-WL3 (the “Certificates”), issued pursuant to a
Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”)
among Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as master servicer (the “Master Servicer”) and as seller, 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


 


J-2-3





















 


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

  



 


J-2-4





















 


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.


 


o            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.


 


o            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.


 


o            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.


 


J-2-5





















 


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


 


o            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.


 


o            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.


 


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


 


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


 


o            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


 


J-2-6





















 


the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.


 


	
  o

  	
   

  	
  o

  	
   

  	
  Will the Buyer
  be purchasing the Certificates only for the Buyer’s own 

  
	
  Yes

  	
   

  	
  No

  	
   

  	
  account?

  



 


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:

  	
   

  	
   

  
							



 


J-2-7





















 


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.


 


o            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).


 


o            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)


 


J-2-8





















 


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.


 


	
  o

  	
   

  	
  o

  	
   

  	
  Will the Buyer
  be purchasing the Certificates only for the Transferee’s 

  
	
  Yes

  	
   

  	
  No

  	
   

  	
  own account?

  



 


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:

  	
   

  	
   

  
							



 


J-2-9





















 


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-WL3,


ASSET-BACKED CERTIFICATES, SERIES 2005-WL3


 


	
  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 November 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 as seller, 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


 


K-1





















 


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.


 


K-2





















 


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)

  



 


K-3





















 


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-WL3,

Asset-Backed Certificates Series 2005-WL3   


 


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 November 1, 2005 (the “Agreement”) among Long Beach
Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage Company,
as master servicer (the “Master Servicer”) and as seller, 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:

  	
   

  	
   

  
						



 


L-1





















 


EXHIBIT M


 


FORM OF OFFICER’S CERTIFICATE RE WAIVER OF PREPAYMENT CHARGES


 


I,                         ,
hereby certify that I am a duly appointed                            
of Long Beach Mortgage Company, a Delaware corporation (the “Company”), and
further certify, on behalf of the Company, that, to my knowledge, with respect
to the Mortgage Loans listed on Schedule I attached to this certificate,
the conditions set forth in Section 2.04(a)(vii) and Section 3.07
of the Pooling and Servicing Agreement dated as of November 1, 2005 among
Long Beach Securities Corp., as depositor, the Company, as master servicer and
Deutsche Bank National Trust Company, as trustee (the “Agreement”), have been
met with respect to all waivers of the Prepayment Charges during the
immediately preceding Prepayment Period. 
Capitalized terms used in this certificate without definition have the
meaning given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of [                             ],
200[     ].


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


M-1





















 


EXHIBIT N


 


FORM OF RESIDUAL NIM HOLDER CERTIFICATE


 


Deutsche Bank National
Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


 


Re:          Pooling and Servicing Agreement (the “Agreement”), dated as of November 1,
2005 among Long Beach Securities Corp.,
Long Beach Mortgage Company and Deutsche Bank National Trust Company, 

Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3


 


Ladies and Gentlemen:


 


The
undersigned hereby certifies that the undersigned is the Residual NIM Holder
and further certifies that the undersigned is not an Affiliate of Long Beach
Mortgage Company, a Delaware corporation. 
Capitalized terms used in this certificate without definition have the
meaning given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of [                        ],
200[      ].


 


 


	
   

  	
  [                                                 ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


N-1





















 


EXHIBIT O


 


FORM OF THE CLASS I-A4 POLICY


 


CERTIFICATE


GUARANTY INSURANCE POLICY


 


	
  OBLIGATIONS:

  	
   

  	
  Long Beach
  Mortgage Loan Trust 2005-WL3

  	
   

  	
  Policy Number: 47295

  
	
   

  	
   

  	
  Asset-Backed
  Certificates, Series 2005-WL3

  	
   

  	
   

  
	
   

  	
   

  	
  $139,850,000 Class I-A4
  Certificates

  	
   

  	
   

  



 


MBIA Insurance Corporation (the “Insurer”), in
consideration of the payment of the premium and subject to the terms of this
Certificate Guaranty Insurance Policy (this “Policy”), hereby unconditionally
and irrevocably guarantees to any Owner that an amount equal to each full and
complete Insured Payment will be received by Deutsche Bank National Trust
Company, or its successor, as trustee for the Owners (the “Trustee”), on behalf
of the Owners from the Insurer, for distribution by the Trustee to each Owner
of each Owner’s proportionate share of the Insured Payment.  The Insurer’s obligations hereunder with
respect to a particular Insured Payment shall be discharged to the extent funds
equal to the applicable Insured Payment are received by the Trustee, whether or
not such funds are properly applied by the Trustee.  Insured Payments shall be made only at the
time set forth in this Policy, and no accelerated Insured Payments shall be
made regardless of any acceleration of the Obligations, unless such acceleration
is at the sole option of the Insurer.


 


Notwithstanding the foregoing paragraph, this Policy
does not cover shortfalls, if any, attributable to the liability of the Trust
Fund, any REMIC or the Trustee for withholding taxes, if any (including
interest and penalties in respect of any such liability).  This Policy will not provide credit
enhancement for any Class of Certificates other than the Class I-A4
Certificates.


 


The Insurer will pay any Insured Payment that is a
Preference Amount on the Business Day following receipt on a Business Day by
the Fiscal Agent (as described below) of (i) a certified copy of the order
requiring the return of a preference payment, (ii) an opinion of counsel
satisfactory to the Insurer that such order is final and not subject to appeal,
(iii) an assignment in such form as is reasonably required by the Insurer,
irrevocably assigning to the Insurer all rights and claims of the Owner
relating to or arising under the Obligations against the debtor which made such
preference payment or otherwise with respect to such preference payment and (iv) appropriate
instruments to effect the appointment of the Insurer as agent for such Owner in
any legal proceeding related to such preference payment, such instruments being
in a form satisfactory to the Insurer, provided that if such documents are
received after 12:00 noon, New York City time, on such Business Day, they
will be deemed to be received on the following Business Day.  Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the


 


O-1





















 


Obligations
to such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.


 


The Insurer will pay any other amount payable
hereunder no later than 12:00 noon, New York City time, on the later of
the Distribution Date on which the related Deficiency Amount is due or the
second Business Day following receipt in New York, New York on a Business Day
by U.S. Bank Trust National Association, as fiscal agent for the Insurer or any
successor fiscal agent appointed by the Insurer (the “Fiscal Agent”) of a
Notice (as described below); provided that if such Notice is received after
12:00 noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day.  If any such Notice received by the Fiscal
Agent is not in proper form or is otherwise insufficient for the purpose of
making claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent for purposes of this paragraph, and the Insurer or the Fiscal
Agent, as the case may be, shall promptly so advise the Trustee and the Trustee
may submit an amended Notice.


 


Insured Payments due hereunder, unless otherwise
stated herein, will be disbursed by the Fiscal Agent to the Trustee on behalf
of the Owners by wire transfer of immediately available funds in the amount of
the Insured Payment less, in respect of Insured Payments related to Preference
Amounts, any amount held by the Trustee for the payment of such Insured Payment
and legally available therefor.


 


The Fiscal Agent is the agent of the Insurer only, and
the Fiscal Agent shall in no event be liable to Owners for any acts of the
Fiscal Agent or any failure of the Insurer to deposit, or cause to be
deposited, sufficient funds to make payments due under this Policy.


 


As used herein, the following terms shall have the
following meanings:


 


“Agreement”
means the Pooling and Servicing Agreement dated as of November 1, 2005
among Long Beach Securities Corp., as Depositor, Long Beach Mortgage Company,
as Seller and as Master Servicer and the Trustee, as trustee, without regard to
any amendment or supplement thereto.


 


“Business Day”
means any day other than (i) a Saturday or a Sunday or (ii) a day on
which the Insurer or banking institutions in the State of New York or
California or the cities in which the Corporate Trust Office of the Trustee is
located are authorized or obligated by law or executive order to be closed.


 


“Class I-A4 Available Funds”
means, with respect to any Distribution
Date, funds allocated from amounts available pursuant to the Agreement to make
distributions on the Class I-A4
Certificates on such Distribution Date.


 


“Deficiency Amount” means, with respect to any Distribution Date, the excess,
if any, of Required Distributions for such Distribution Date over Class I-A4 Available Funds.


 


O-2





















 


“Insured Payment”
means (i) as of any Distribution Date, any Deficiency Amount and (ii) any
Preference Amount.


 


“Notice” means
the telephonic or telegraphic notice, promptly confirmed in writing by telecopy
substantially in the form of Exhibit A attached hereto, the original of
which is subsequently delivered by registered or certified mail, from the
Trustee specifying the Insured Payment which shall be due and owing on the
applicable Distribution Date.


 


“Owner” means
each Holder of a Class I-A4 Certificate who, on the applicable
Distribution Date, is entitled under the terms of the Obligations to payment
thereunder.


 


“Preference Amount” means any amount previously distributed to an Owner on the
Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


“Required Distributions” means, (a) with
respect to any Distribution Date, the sum, without duplication, of (i) the
amount of interest that has accrued on the Class I-A4 Certificates at the
then applicable Pass-Through Rate during the applicable Accrual Period with
respect to the Class I-A4 Certificates, net of any interest shortfalls
resulting from Prepayment Interest Shortfalls and any interest shortfalls
resulting from application of the Servicemembers Civil Relief Act, or similar
state or local laws and (ii) at the election of the Insurer in its sole
discretion, the amount, if any, by which the aggregate Certificate Principal
Balance of the Group I Senior Certificates (after giving effect to all
distributions, other than Required Distributions, to be made on such
Distribution Date) exceeds the aggregate Stated Principal Balance of the Group
I Mortgage Loans (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) on the Last Scheduled Distribution Date, the Certificate
Principal Balance of the Class I-A4 Certificates (after giving effect to
all distributions, other than Required Distributions, to be made on such
Distribution Date).


 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Agreement as
of the date of execution of this Policy, without giving effect to any
subsequent amendment to or modification of the Agreement unless such amendment
or modification has been approved in writing by the Insurer.


 


Any notice hereunder or service of process on the
Fiscal Agent may be made at the address listed below for the Fiscal Agent or
such other address as the Insurer shall specify in writing to the Trustee.


 


The notice address of the Fiscal Agent is 100 Wall
Street, Suite 1600, New York, New York 10005, Attention:  Corporate Trust Services, or such other
address as the Fiscal Agent shall specify to the Trustee in writing.


 


O-3





















 


This Policy is being issued under and pursuant to, and
shall be construed under, the laws of the State of New York, without
giving effect to the conflict of law principles thereof.


 


The insurance provided by this Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76
of the New York Insurance Law.


 


This Policy is not cancelable for any reason.  The premium on this Policy is not refundable
for any reason including payment, or provision being made for payment, prior to
maturity of the Obligations.


 


IN WITNESS WHEREOF, the Insurer has caused this Policy
to be executed and attested this 30th day of November, 2005.


 


	
   

  	
  MBIA INSURANCE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  



 


O-4





















 


EXHIBIT A


 


TO CERTIFICATE GUARANTY INSURANCE POLICY


NUMBER:  47295


 


NOTICE UNDER CERTIFICATE GUARANTY


INSURANCE POLICY NUMBER:  47295


 


U.S. Bank Trust National
Association, as Fiscal Agent


  for MBIA Insurance Corporation


100 Wall Street, Suite 1600


New York, NY  10005


Attention:  Corporate Trust Services


 


MBIA Insurance
Corporation


113 King Street


Armonk, NY  10504


 


The undersigned, a duly authorized officer of [NAME OF
TRUSTEE], as trustee (the “Trustee”), hereby certifies to U.S. Bank Trust
National Association (the “Fiscal Agent”) and MBIA Insurance Corporation (the “Insurer”),
with reference to Certificate Guaranty Insurance Policy
Number:  47295 (the “Policy”) issued by the Insurer in respect of the
Long Beach Mortgage Loan Trust 2005-WL3, Asset-Backed Certificates, Series 2005-WL3,
$139,850,000 Class I-A4 Certificates (the “Obligations”), that:


 


(a)   the Trustee is the
trustee under the Pooling and Servicing Agreement dated as of November 1,
2005 among Long Beach Securities Corp., as Depositor, Long Beach Mortgage
Company, as Master Servicer and the Trustee, as trustee;


 


(b)   the Class I-A4
Available Funds for the Distribution Date occurring on [                       ]
(the “Applicable Distribution Date”) is $[                  ];


 


(c)   the Required
Distributions for the Applicable Distribution Date is $[                        ];


 


(d)   the excess, if
any, of Required Distributions over Class I-A4 Available Funds for the
Applicable Distribution Date is $[                        ];
(the “Deficiency Amount”)


 


O-5





















 


(e)   the amount of any
previously distributed payments on the Obligations that is recoverable and
sought to be recovered as a voidable preference by a trustee in bankruptcy
pursuant to the Bankruptcy Code in accordance with a final nonappealable order
of a court having competent jurisdiction is $[                        ]
(the “Preference Amount”);


 


(f)    the total Insured
Payment due is $[                        ],
which amount equals the sum of the Deficiency Amount and the Preference Amount;
and


 


(g)   the Trustee
directs that payment of the Insured Payment be made to the following account by
bank wire transfer of federal or other immediately available funds in
accordance with the terms of the Policy: [TRUSTEE’S ACCOUNT NUMBER].


 


Any
capitalized term used in this Notice and not otherwise defined herein shall
have the meaning assigned thereto in the Policy.


 


Any
Person Who Knowingly And With Intent To Defraud Any Insurance Company Or Other
Person Files An Application For Insurance Or Statement Of Claim Containing Any
Materially False Information, Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent
Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty
Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each
Such Violation.


 


IN
WITNESS WHEREOF, the Trustee has executed and delivered this Notice under the
Policy as of the [           ]
day of [                                   ],
[               ].


 


 


	
   

  	
  [NAME OF
  TRUSTEE], as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


O-6





















 


SCHEDULE I


 


PREPAYMENT CHARGE SCHEDULE


 


AVAILABLE UPON REQUEST


 


I-1





















 


SCHEDULE II


 


CAP PREMIUM SCHEDULE


 


	
  Distribution Date

  	
   

  	
  Group I Senior Cap

  Scheduled Notional

  Amount ($)

  	
   

  	
  Group I Senior

  Strike Rate (%)

  	
   

  	
  Group I Senior

  Maximum LIBOR

  Rate (%)

  	
   

  
	
  January 25,
  2006

  	
   

  	
  920,274,826

  	
   

  	
  6.45

  	
  %

  	
  10.24

  	
  %

  
	
  February 25,
  2006

  	
   

  	
  905,850,807

  	
   

  	
  6.45

  	
  %

  	
  10.24

  	
  %

  
	
  March 25,
  2006

  	
   

  	
  889,088,556

  	
   

  	
  7.17

  	
  %

  	
  10.24

  	
  %

  
	
  April 25,
  2006

  	
   

  	
  870,026,733

  	
   

  	
  6.45

  	
  %

  	
  10.24

  	
  %

  
	
  May 25,
  2006

  	
   

  	
  848,716,674

  	
   

  	
  6.68

  	
  %

  	
  10.24

  	
  %

  
	
  June 25,
  2006

  	
   

  	
  825,223,950

  	
   

  	
  6.45

  	
  %

  	
  10.24

  	
  %

  
	
  July 25,
  2006

  	
   

  	
  799,627,748

  	
   

  	
  6.68

  	
  %

  	
  10.24

  	
  %

  
	
  August 25,
  2006

  	
   

  	
  772,020,679

  	
   

  	
  6.45

  	
  %

  	
  10.24

  	
  %

  
	
  September 25,
  2006

  	
   

  	
  742,511,320

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  October 25,
  2006

  	
   

  	
  713,800,245

  	
   

  	
  6.68

  	
  %

  	
  10.24

  	
  %

  
	
  November 25,
  2006

  	
   

  	
  685,865,850

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  December 25,
  2006

  	
   

  	
  658,687,151

  	
   

  	
  6.68

  	
  %

  	
  10.24

  	
  %

  
	
  January 25,
  2007

  	
   

  	
  632,243,728

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  February 25,
  2007

  	
   

  	
  606,515,715

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  March 25,
  2007

  	
   

  	
  581,483,795

  	
   

  	
  7.18

  	
  %

  	
  10.24

  	
  %

  
	
  April 25,
  2007

  	
   

  	
  557,129,160

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  May 25,
  2007

  	
   

  	
  533,433,490

  	
   

  	
  6.68

  	
  %

  	
  10.24

  	
  %

  
	
  June 25,
  2007

  	
   

  	
  510,378,980

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  July 25,
  2007

  	
   

  	
  487,948,303

  	
   

  	
  6.69

  	
  %

  	
  10.24

  	
  %

  
	
  August 25,
  2007

  	
   

  	
  466,124,600

  	
   

  	
  6.46

  	
  %

  	
  10.24

  	
  %

  
	
  September 25,
  2007

  	
   

  	
  444,864,479

  	
   

  	
  7.86

  	
  %

  	
  10.24

  	
  %

  
	
  October 25,
  2007

  	
   

  	
  397,920,986

  	
   

  	
  8.13

  	
  %

  	
  10.24

  	
  %

  
	
  November 25,
  2007

  	
   

  	
  353,964,101

  	
   

  	
  7.85

  	
  %

  	
  10.24

  	
  %

  
	
  December 25,
  2007

  	
   

  	
  312,801,685

  	
   

  	
  8.12

  	
  %

  	
  10.24

  	
  %

  
	
  January 25,
  2008

  	
   

  	
  274,270,072

  	
   

  	
  7.85

  	
  %

  	
  10.24

  	
  %

  
	
  February 25,
  2008

  	
   

  	
  253,842,559

  	
   

  	
  7.84

  	
  %

  	
  10.24

  	
  %

  
	
  March 25,
  2008

  	
   

  	
  234,127,416

  	
   

  	
  9.21

  	
  %

  	
  10.24

  	
  %

  
	
  April 25,
  2008

  	
   

  	
  215,113,809

  	
   

  	
  8.59

  	
  %

  	
  10.24

  	
  %

  
	
  May 25,
  2008

  	
   

  	
  196,762,528

  	
   

  	
  8.89

  	
  %

  	
  10.24

  	
  %

  
	
  June 25,
  2008

  	
   

  	
  179,050,365

  	
   

  	
  8.59

  	
  %

  	
  10.24

  	
  %

  
	
  July 25,
  2008

  	
   

  	
  161,954,926

  	
   

  	
  8.88

  	
  %

  	
  10.24

  	
  %

  
	
  August 25,
  2008

  	
   

  	
  145,454,608

  	
   

  	
  8.58

  	
  %

  	
  10.24

  	
  %

  
	
  September 25,
  2008

  	
   

  	
  129,528,566

  	
   

  	
  9.67

  	
  %

  	
  10.24

  	
  %

  
	
  October 25,
  2008

  	
   

  	
  114,167,086

  	
   

  	
  10.00

  	
  %

  	
  10.24

  	
  %

  
	
  November 25,
  2008

  	
   

  	
  99,339,636

  	
   

  	
  9.66

  	
  %

  	
  10.24

  	
  %

  
	
  December 25,
  2008

  	
   

  	
  85,027,531

  	
   

  	
  9.99

  	
  %

  	
  10.24

  	
  %

  
	
  January 25,
  2009

  	
   

  	
  85,027,531

  	
   

  	
  9.65

  	
  %

  	
  10.24

  	
  %

  
	
  February 25,
  2009

  	
   

  	
  85,027,531

  	
   

  	
  9.65

  	
  %

  	
  10.24

  	
  %

  



 


II-1





















 


	
  Distribution Date

  	
   

  	
  Group II Senior Cap

  Scheduled Notional

  Amount ($)

  	
   

  	
  Group II Senior

  Strike Rate (%)

  	
   

  	
  Group II Senior

  Maximum LIBOR

  Rate (%)

  	
   

  
	
  January 25,
  2006

  	
   

  	
  485,392,242

  	
   

  	
  6.69

  	
  %

  	
  9.98

  	
  %

  
	
  February 25,
  2006

  	
   

  	
  474,509,883

  	
   

  	
  6.69

  	
  %

  	
  9.98

  	
  %

  
	
  March 25,
  2006

  	
   

  	
  461,851,969

  	
   

  	
  7.41

  	
  %

  	
  9.98

  	
  %

  
	
  April 25,
  2006

  	
   

  	
  447,447,260

  	
   

  	
  6.70

  	
  %

  	
  9.98

  	
  %

  
	
  May 25,
  2006

  	
   

  	
  431,336,063

  	
   

  	
  6.92

  	
  %

  	
  9.98

  	
  %

  
	
  June 25,
  2006

  	
   

  	
  413,566,795

  	
   

  	
  6.69

  	
  %

  	
  9.98

  	
  %

  
	
  July 25,
  2006

  	
   

  	
  394,199,444

  	
   

  	
  6.92

  	
  %

  	
  9.98

  	
  %

  
	
  August 25,
  2006

  	
   

  	
  373,304,243

  	
   

  	
  6.69

  	
  %

  	
  9.98

  	
  %

  
	
  September 25,
  2006

  	
   

  	
  351,000,190

  	
   

  	
  6.69

  	
  %

  	
  9.98

  	
  %

  
	
  October 25,
  2006

  	
   

  	
  329,276,795

  	
   

  	
  6.93

  	
  %

  	
  9.98

  	
  %

  
	
  November 25,
  2006

  	
   

  	
  308,143,494

  	
   

  	
  6.70

  	
  %

  	
  9.98

  	
  %

  
	
  December 25,
  2006

  	
   

  	
  287,583,488

  	
   

  	
  6.93

  	
  %

  	
  9.98

  	
  %

  
	
  January 25,
  2007

  	
   

  	
  267,581,253

  	
   

  	
  6.70

  	
  %

  	
  9.98

  	
  %

  
	
  February 25,
  2007

  	
   

  	
  248,121,679

  	
   

  	
  6.70

  	
  %

  	
  9.98

  	
  %

  
	
  March 25,
  2007

  	
   

  	
  229,190,068

  	
   

  	
  7.42

  	
  %

  	
  9.98

  	
  %

  
	
  April 25,
  2007

  	
   

  	
  210,772,120

  	
   

  	
  6.71

  	
  %

  	
  9.98

  	
  %

  
	
  May 25,
  2007

  	
   

  	
  192,853,984

  	
   

  	
  6.93

  	
  %

  	
  9.98

  	
  %

  
	
  June 25,
  2007

  	
   

  	
  175,422,055

  	
   

  	
  6.71

  	
  %

  	
  9.98

  	
  %

  
	
  July 25,
  2007

  	
   

  	
  158,463,163

  	
   

  	
  6.93

  	
  %

  	
  9.98

  	
  %

  
	
  August 25,
  2007

  	
   

  	
  141,964,494

  	
   

  	
  6.70

  	
  %

  	
  9.98

  	
  %

  
	
  September 25,
  2007

  	
   

  	
  125,913,579

  	
   

  	
  8.19

  	
  %

  	
  9.98

  	
  %

  
	
  October 25,
  2007

  	
   

  	
  98,540,065

  	
   

  	
  8.48

  	
  %

  	
  9.98

  	
  %

  
	
  November 25,
  2007

  	
   

  	
  91,796,934

  	
   

  	
  8.20

  	
  %

  	
  9.98

  	
  %

  
	
  December 25,
  2007

  	
   

  	
  85,485,311

  	
   

  	
  8.48

  	
  %

  	
  9.98

  	
  %

  
	
  January 25,
  2008

  	
   

  	
  79,577,385

  	
   

  	
  8.20

  	
  %

  	
  9.98

  	
  %

  
	
  February 25,
  2008

  	
   

  	
  76,445,554

  	
   

  	
  8.20

  	
  %

  	
  9.98

  	
  %

  
	
  March 25,
  2008

  	
   

  	
  73,456,272

  	
   

  	
  9.64

  	
  %

  	
  9.98

  	
  %

  
	
  April 25,
  2008

  	
   

  	
  70,574,706

  	
   

  	
  9.03

  	
  %

  	
  9.98

  	
  %

  
	
  May 25,
  2008

  	
   

  	
  67,794,265

  	
   

  	
  9.33

  	
  %

  	
  9.98

  	
  %

  
	
  June 25,
  2008

  	
   

  	
  65,111,388

  	
   

  	
  9.03

  	
  %

  	
  9.98

  	
  %

  
	
  July 25,
  2008

  	
   

  	
  62,522,641

  	
   

  	
  9.33

  	
  %

  	
  9.98

  	
  %

  
	
  August 25,
  2008

  	
   

  	
  60,024,711

  	
   

  	
  9.03

  	
  %

  	
  9.98

  	
  %

  
	
  September 25,
  2008

  	
   

  	
  57,614,402

  	
   

  	
  9.97

  	
  %

  	
  9.98

  	
  %

  



 


II-2





















 


	
  Distribution Date

  	
   

  	
  Subordinate Cap

  Scheduled Notional Amount ($)

  	
   

  	
  Subordinate

  Strike Rate (%)

  	
   

  	
  Subordinate

  Maximum LIBOR

  Rate (%)

  	
   

  
	
  January 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.85

  	
  %

  	
  8.64

  	
  %

  
	
  February 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.85

  	
  %

  	
  8.64

  	
  %

  
	
  March 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  6.57

  	
  %

  	
  8.64

  	
  %

  
	
  April 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.85

  	
  %

  	
  8.64

  	
  %

  
	
  May 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  6.08

  	
  %

  	
  8.64

  	
  %

  
	
  June 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.85

  	
  %

  	
  8.64

  	
  %

  
	
  July 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  6.08

  	
  %

  	
  8.64

  	
  %

  
	
  August 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.85

  	
  %

  	
  8.64

  	
  %

  
	
  September 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  October 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  6.08

  	
  %

  	
  8.64

  	
  %

  
	
  November 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  December 25,
  2006

  	
   

  	
  489,745,000

  	
   

  	
  6.08

  	
  %

  	
  8.64

  	
  %

  
	
  January 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  February 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  March 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  6.58

  	
  %

  	
  8.64

  	
  %

  
	
  April 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  May 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  6.09

  	
  %

  	
  8.64

  	
  %

  
	
  June 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  July 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  6.09

  	
  %

  	
  8.64

  	
  %

  
	
  August 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  5.86

  	
  %

  	
  8.64

  	
  %

  
	
  September 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  7.30

  	
  %

  	
  8.64

  	
  %

  
	
  October 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  7.58

  	
  %

  	
  8.64

  	
  %

  
	
  November 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  7.30

  	
  %

  	
  8.64

  	
  %

  
	
  December 25,
  2007

  	
   

  	
  489,745,000

  	
   

  	
  7.57

  	
  %

  	
  8.64

  	
  %

  
	
  January 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  7.30

  	
  %

  	
  8.64

  	
  %

  
	
  February 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  7.30

  	
  %

  	
  8.64

  	
  %

  
	
  March 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.64

  	
  %

  	
  8.64

  	
  %

  
	
  April 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.08

  	
  %

  	
  8.64

  	
  %

  
	
  May 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.37

  	
  %

  	
  8.64

  	
  %

  
	
  June 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.08

  	
  %

  	
  8.64

  	
  %

  
	
  July 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.37

  	
  %

  	
  8.64

  	
  %

  
	
  August 25,
  2008

  	
   

  	
  489,745,000

  	
   

  	
  8.07

  	
  %

  	
  8.64

  	
  %

  



 


II-3





















 


SCHEDULE III


 


[RESERVED]


 


III-1





















 


SCHEDULE IV


 


PMI MORTGAGE LOAN SCHEDULE


 


NOT APPLICABLE


 


IV-1