POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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DSLA MORTGAGE LOAN TRUST 2005-AR6 | GREENWICH CAPITAL ACCEPTANCE, INC., | GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., | WELLS FARGO BANK, N.A., | DEUTSCHE BANK NATIONAL TRUST COMPANY,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/12/2006

EXECUTION COPY

GREENWICH CAPITAL ACCEPTANCE, INC.,

Depositor

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

Seller

WELLS FARGO BANK, N.A.,

Master Servicer and Securities Administrator

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee and Custodian

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

__________________________________

DSLA MORTGAGE LOAN TRUST 2005-AR6

DSLA Mortgage Pass-Through Certificates, Series 2005-AR6

Table of Contents

Page

ARTICLE I DEFINITIONS; DECLARATION OF TRUST

SECTION 1.01.

Defined Terms

SECTION 1.02.

Accounting

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF

CERTIFICATES

SECTION 2.01.

Conveyance of Mortgage Loans

SECTION 2.02.

Acceptance by Trustee

SECTION 2.03.

Repurchase or Substitution of Mortgage Loans by the Originator

and the Seller

SECTION 2.04.

Representations and Warranties of the Seller with Respect to the

Mortgage Loans

SECTION 2.05.

[Reserved]

SECTION 2.06.

Representations and Warranties of the Depositor

SECTION 2.07.

Issuance of Certificates

SECTION 2.08.

Representations and Warranties of the Seller

SECTION 2.09.

Covenants of the Seller

ARTICLE III ADMINISTRATION OF THE MORTGAGE LOANS

SECTION 3.01.

Master Servicer to Service and Administer the Mortgage Loans

SECTION 3.02.

REMIC-Related Covenants

SECTION 3.03.

Release of Mortgage Files

SECTION 3.04.

REO Property

SECTION 3.05.

Annual Officer’s Certificate as to Compliance

SECTION 3.06.

Annual Independent Accountant’s Servicing Report

SECTION 3.07.

Reports Filed with Securities and Exchange Commission

SECTION 3.08.

[Reserved]

SECTION 3.09.

Monitoring of the Servicer

SECTION 3.10.

Fidelity Bond

SECTION 3.11.

Power to Act; Procedures

SECTION 3.12.

Due-on-Sale Clauses; Assumption Agreements

SECTION 3.13.

Documents, Records and Funds in Possession of Master Servicer

to be Held for Trust

SECTION 3.14.

Presentment of Claims and Collection of Proceeds

SECTION 3.15.

Maintenance of the Primary Insurance Policies

SECTION 3.16.

Trustee to Retain Possession of Certain Insurance Policies and

Documents

SECTION 3.17.

Realization Upon Defaulted Mortgage Loans

SECTION 3.18.

Additional Compensation to the Master Servicer

SECTION 3.19.

Liabilities of the Master Servicer

SECTION 3.20.

Merger or Consolidation of the Master Servicer

SECTION 3.21.

Indemnification of the Trustee, the Master Servicer and the

Securities Administrator

SECTION 3.22.

Limitations on Liability of the Master Servicer and Others

SECTION 3.23.

Master Servicer Not to Resign

SECTION 3.24.

Successor Master Servicer

SECTION 3.25.

Sale and Assignment of Master Servicing

ARTICLE IV ACCOUNTS

SECTION 4.01.

Servicing Accounts

SECTION 4.02.

Distribution Account

SECTION 4.03.

Permitted Withdrawals and Transfers from the Distribution

Account

SECTION 4.04.

[Reserved]

SECTION 4.05.

Yield Maintenance Account

SECTION 4.06.

Certificate Insurance Policy

ARTICLE V FLOW OF FUNDS

SECTION 5.01.

Distributions

SECTION 5.02.

Allocation of Net Deferred Interest

SECTION 5.03.

Allocation of Realized Losses

SECTION 5.04.

Statements

SECTION 5.05.

Remittance Reports; Advances

SECTION 5.06.

Compensating Interest Payments

SECTION 5.07.

Basis Risk Reserve Fund

SECTION 5.08.

Recoveries

ARTICLE VI THE CERTIFICATES

SECTION 6.01.

The Certificates

SECTION 6.02.

Registration of Transfer and Exchange of Certificates

SECTION 6.03.

Mutilated, Destroyed, Lost or Stolen Certificates

106

SECTION 6.04.

Persons Deemed Owners

106

SECTION 6.05.

Appointment of Paying Agent

106

ARTICLE VII DEFAULT

SECTION 7.01.

Event of Default

107

SECTION 7.02.

Trustee to Act

109

SECTION 7.03.

Waiver of Event of Default

110

SECTION 7.04.

Notification to Certificateholders

110

ARTICLE VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 8.01.

Duties of the Trustee and the Securities Administrator

110

SECTION 8.02.

Certain Matters Affecting the Trustee and the Securities

Administrator

112

SECTION 8.03.

Trustee and Securities Administrator Not Liable for Certificates or

Mortgage Loans

114

SECTION 8.04.

Trustee, Custodian, Master Servicer and Securities Administrator

May Own Certificates

115

SECTION 8.05.

Trustee’s and Securities Administrator’s Fees and Expenses

115

SECTION 8.06.

Eligibility Requirements for Trustee and Securities Administrator

115

SECTION 8.07.

Resignation or Removal of Trustee and Securities Administrator

116

SECTION 8.08.

Successor Trustee and Successor Securities Administrator

117

SECTION 8.09.

Merger or Consolidation of Trustee or Securities Administrator

118

SECTION 8.10.

Appointment of Co-Trustee or Separate Trustee

118

SECTION 8.11.

Limitation of Liability

119

SECTION 8.12.

Trustee May Enforce Claims Without Possession of Certificates

119

SECTION 8.13.

Suits for Enforcement

120

SECTION 8.14.

Waiver of Bond Requirement

120

SECTION 8.15.

Waiver of Inventory, Accounting and Appraisal Requirement

120

SECTION 8.16.

Appointment of Custodians

120

ARTICLE IX REMIC ADMINISTRATION

SECTION 9.01.

REMIC Administration

121

SECTION 9.02.

Prohibited Transactions and Activities

123

ARTICLE X TERMINATION

SECTION 10.01.

Termination

124

SECTION 10.02.

Additional Termination Requirements

126

ARTICLE XI [RESERVED]

ARTICLE XII MISCELLANEOUS PROVISIONS

SECTION 12.01.

Amendment

127

SECTION 12.02.

Recordation of Agreement; Counterparts

128

SECTION 12.03.

Limitation on Rights of Certificateholders

128

SECTION 12.04.

Governing Law; Jurisdiction

130

SECTION 12.05.

Notices

130

SECTION 12.06.

Severability of Provisions

130

SECTION 12.07.

Article and Section References

131

SECTION 12.08.

Notice to the Rating Agency

131

SECTION 12.09.

Further Assurances

132

SECTION 12.10.

Benefits of Agreement

132

SECTION 12.11.

Acts of Certificateholders

132

SECTION 12.12.

Successors and Assigns

133

SECTION 12.13.

Reconstitution Agreement

133

SECTION 12.14.

Provision of Information

133

EXHIBITS AND SCHEDULES :

Exhibit A-1

Form of Class A Certificate

A-1-1

Exhibit A-2

Form of Class C Certificate

A-2-1

Exhibit A-3

Form of Class P Certificate

A-3-1

Exhibit B

Form of Class Residual Certificate

B-1

Exhibit C

Form of Subordinate Certificate

C-1

Exhibit D

[Reserved]

D-1

Exhibit E

Form of Reverse of the Certificates

E-1

Exhibit F

Request for Release

F-1

Exhibit G-1

Form of Receipt of Mortgage Note

G-1-1

Exhibit G-2

Form of Interim Certification of Trustee

G-2-1

Exhibit G-3

Form of Final Certification of Trustee

G-3-1

Exhibit H

Form of Lost Note Affidavit

H-1

Exhibit I-1

Form of ERISA Representation [Residual Certificates]

I-1-1

Exhibit I-2

Form of ERISA Representation [Class M-5][Class M-6]

I-2-1

Exhibit J-1

Form of Investment Letter [Non-Rule 144A]

J-1-1

Exhibit J-2

Form of Rule 144A Investment Letter

J-2-1

Exhibit K

Form of Transferor Certificate

K-1

Exhibit L

Transfer Affidavit for Residual Certificates Pursuant to Section 6.02

L-1

Exhibit M

Servicing Agreement

M-1

Exhibit N-1

Form of Transfer Certificate (Restricted Global Security to Regulation S Security)

N-1-1

Exhibit N-2

Form of Transfer Certificate (Regulation S Security to Restricted Global Security)

N-2-1

Exhibit O

Certificate Insurance Policy

O-1

Schedule I

Mortgage Loan Schedule

Schedule II

Yield Maintenance Payments

Schedule III

Representations and Warranties – Mortgage Loans

This Pooling and Servicing Agreement is dated as of September 1, 2005 (the “Agreement”), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the “Depositor”), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, as seller (the “Seller”), WELLS FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”).

PRELIMINARY STATEMENT:

Through this Agreement, the Depositor intends to cause the issuance and sale of the DSLA Mortgage Loan Trust 2005-AR6 DSLA Mortgage Pass-Through Certificates, Series 2005-AR6 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).

The Depositor intends to sell 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 sixteen classes of certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class 1A-1B Certificates, (iii) the Class 2A-1A Certificates, (iv) the Class 2A-1B Certificates, (v) the Class 2A-1C Certificates, (vi) the Class C Certificates, (vii) the Class P Certificates (viii) the Class R Certificate, (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 R-II Certificate and (xvi) the Class R-X Certificate. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund, the Yield Maintenance Account, and the Yield Maintenance Agreement) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Upper-Tier REMIC,” the “Class C REMIC” and the “Class P REMIC”). Each Certificate, other than the Class R, Class R-X, Class R-II, Class P, and Class C Certificates, shall represent ownership of a regular interest in the Upper-Tier REMIC, as described herein. In addition, the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates represent the right to receive payments in respect of Basis Risk Shortfalls. The Class C Certificates shall represent ownership of a regular interest in the Class C REMIC. The Class C Certificates, in addition to representing beneficial ownership of REMIC regular interests, also represent beneficial ownership of the Basis Risk Reserve Fund and the Yield Maintenance Account. The Class P Certificates shall represent ownership of a regular interest in the Class P REMIC. The Class R Certificate represents the ownership of the sole residual interest in the Upper-Tier REMIC. The Class R-II Certificate represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The Class R-X Certificate represents ownership of the sole residual interest in each of the Class C REMIC and the Class P REMIC.

The Lower-Tier REMIC shall hold as assets all property of the Trust Fund other than the assets held in the Basis Risk Reserve Fund, the Yield Maintenance Account, the Yield Maintenance Agreement, and the interests in any REMIC formed hereby. The Upper-Tier REMIC shall hold as assets the uncertificated Lower-Tier Interests in the Lower-Tier REMIC, other than the Class LT-R Interest, and each such Middle-Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC. The Class C REMIC shall hold as assets the uncertificated Class C Interest in the Upper-Tier REMIC. The Class P REMIC shall hold as assets the uncertificated Class P Interest in the Upper-Tier REMIC.

Lower-Tier REMIC Interests

The following table specifies the designation, interest rate, initial principal balance, and Corresponding Class of Certificates for each Lower-Tier Interest:

Designation	Interest Rate	Initial Principal Balance	Corresponding Class of Certificates
LT1A-1A	(1)	$ 127,363,000.00	Class 1A-1A
LT1A-1B	(1)	$ 31,840,500.00	Class 1A-1B
LT2A-1A	(1)	$ 162,861,500.00	Class 2A-1A
LT2A-1B	(1)	$ 67,859,000.00	Class 2A-1B
LT2A-1C	(1)	$ 40,715,000.00	Class 2A-1C
LTM-1	(1)	$ 13,876,000.00	Class M-1
LTM-2	(1)	$ 10,818,500.00	Class M-2
LTM-3	(1)	$ 6,350,000.00	Class M-3
LTM-4	(1)	$ 1,175,500.00	Class M-4
LTM-5	(1)	$ 1,411,000.00	Class M-5
LTM-6	(1)	$ 2,351,500.00	Class M-6
LTP	(1)	$ 50.00	Class P
LTQ	(1)	$ 474,152,734.50	N/A
LT-R	(2)	(2)	Class R-II

__________________________

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Lower-Tier Interests is the Net WAC for such Distribution Date.

(2)

The Class LT-R Interest is the sole class of residual interests in the Lower-Tier REMIC. It does not have an interest rate or a principal balance.

On each Distribution Date, Available Funds for both Loan Groups shall be allocated among the Lower-Tier Interests in the following order of priority:

(i)

First, concurrently to the LT1A-1A, LT1A-1B, LT2A-1A, LT2A-1B, LT2A-1C, LTM-1, LTM-2, LTM-3, LTM-4, LTM-5, LTM-6, and LTP Interests until the principal balance of each such Lower-Tier Interest equals 50% of the Class Certificate Balances of the Corresponding Class or Classes of Certificates for such Lower-Tier Interests immediately after such Distribution Date;

(ii)

Second, to the LTQ Interest, until its principal balance equals the excess of (a) the Pool Balance immediately after such Distribution Date over (b) the aggregate of the principal balances of the other Lower-Tier Interests after taking into account the distributions made pursuant to priority (i) above on such Distribution Date;

(iii)

Third, remaining amounts shall be applied to interest distributions on the Lower-Tier Interests at the interest rates described above, provided, however, that, after taking into distributions made pursuant to priorities (i) and (ii) above on such Distribution Date, any Net Deferred Interest on the Mortgage Loans will be allocated among and increase the principal balances of the Lower-Interests in the same order of priority in which principal is distributed among the Lower-Tier Interests pursuant to priorities (i) and (ii) above.

On each Distribution Date, after taking into account all distributions, Realized Losses shall be allocated among the Lower-Tier Interests in the same order of priority in which principal is distributed among the Lower-Tier Interests pursuant to priorities (i) and (ii) above.

On each Distribution Date, the Prepayment Penalties collected during the preceding Prepayment Period with respect to Loan Group 1 and Loan Group 2, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, shall be distributed to the Class LTQ Interest.

The Certificates and the Upper-Tier REMIC

The following table sets forth (or describes) the Class designation, Pass-Through Rate, and Original Class Certificate Principal Balance for each Class of Certificates constituting interests in the Trust Fund created hereunder. Each Class of Certificates, other than the Class R, Class R-X, Class R-II, Class C, and Class P Certificates, is hereby designated as representing ownership of regular interests in the Upper-Tier REMIC.

Class	Original Class Certificate Principal Balance	Pass-Through Rate
Class 1A-1A	$254,726,000.00	(1)
Class 1A-1B	$63,681,000.00	(1)
Class 2A-1A	$325,723,000.00	(1)
Class 2A-1B	$135,718,000.00	(1)
Class 2A-1C	$81,430,000.00	(1)
Class C Interest	(2)	(2)
Class P Interest	$100.00	(3)
Class R	(4)	(4)
Class M-1	$27,752,000.00	(5)
Class M-2	$21,637,000.00	(5)
Class M-3	$12,700,000.00	(5)
Class M-4	$2,351,000.00	(5)
Class M-5	$2,822,000.00	(5)
Class M-6	$4,703,000.00	(5)
Class R-II	(6)	(6)
Class R-X	(7)	(7)

____________

(1)

Calculated pursuant to the definition of “Pass-Through Rate.”

(2)

The Class C Interest shall have an initial Class Principal Amount of $7,531,184.50, which right represents a regular interest in the Upper Tier REMIC; the Class C Interest also comprise a notional component, which is also a regular interest in the Upper Tier REMIC. The notional component has a notional Class Principal Amount that at all times will equal the aggregate of the Class Principal Amounts of the Lower-Tier Interests in REMIC 1 (i.e., the Pool Balance). For each Distribution Date (and the related Accrual Period), the notional component shall bear interest at a rate equal to the excess of (a) (i) the weighted average of the interest rates on the Lower-Tier Interests, weighted on the basis of the principal balance of each such Lower-Tier Interest, over (b) the Adjusted Lower-Tier WAC. For any Distribution Date, interest that accrues on the notional component of the Class C Interest shall be deferred to the extent of any increase in the Overcollateralized Amount on such date. Such deferred interest shall not itself bear interest.

(3)

The Class P Interest shall not bear interest at a stated rate. The Class P Interest shall have an initial Class Certificate Principal Balance of $100.00. Prepayment Penalty Amounts paid with respect to the Mortgage Loans shall be distributed to the Class P Interest.

(4)

The Class R Certificate represents the sole class of residual interest in the Upper-Tier REMIC. It does not have a Pass-Through Rate or a Certificate Principal Balance.

(5)

Calculated pursuant to the definition of “Pass-Through Rate”, but adjusted, for purposes of the REMIC Provisions, to reflect the allocation, if any, of Subordinate Class Expense Share.

(6)

The Class R-II Certificate represents ownership of the Class LT-R Interest, which is the sole class of residual interest in the Lower-Tier REMIC. It does not have a Pass-Through Rate of a Certificate Principal Balance.

(7)

The Class R-X Certificate represents ownership of the Class RX-C and Class RX-P Interests in the Class C REMIC and the Class P REMIC, respectively. It does not have a Pass-Through Rate or a Certificate Principal Balance.

The Class P REMIC

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 the “Class P REMIC.” The Class RX-P Interest represents the sole class of “residual interests” in the Class P REMIC for purposes of the REMIC Provisions.

The following table specifies the designation, interest rate, and initial principal balance for each Class P REMIC Interest:

Class	Pass-Through Rate	Original Class Certificate Balance
Class P Certificates	(1)	(1)

_______________

⁽¹⁾

The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.

The Class C REMIC

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 the “Class C REMIC.” The Class RX-C Interest represents the sole class of “residual interests” in the Class C REMIC for purposes of the REMIC Provisions.

The following table specifies the designation, interest rate, and initial principal balance for each Lower-Tier Interest:

Class	Pass-Through Rate	Original Class Certificate Balance
Class C Certificates	(1)	(1)

_______________

⁽¹⁾

The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest.

ARTICLE I

DEFINITIONS; DECLARATION OF TRUST

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. All calculations of interest described herein shall be made, in the case of the Class C, and Class R Certificates, and each of the Lower-Tier and Middle-Tier Interests, on the basis of an assumed 360-day year of twelve 30-day months, and in the case of the LIBOR Certificates, on the basis of an assumed 360-day year and the actual number of days elapse in the Accrual Period.

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

“ Acceptable Successor Servicer ”: A FHLMC- or FNMA-approved servicer that is (i) reasonably acceptable to the Master Servicer and (ii) acceptable to each Rating Agency, as evidenced by a letter from each such Rating Agency delivered to the Master Servicer and the Trustee that such entity’s acting as a successor servicer will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates (without regard to the Certificate Insurance Policy).

“ Accepted Master Servicing Practices ”: With respect to any Mortgage Loan, those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to the Servicer).

“ Account ”: The Distribution Account or the Servicing Account, as the context requires.

“ Accrual Period ”: With respect to each Distribution Date and any Class of Certificates (other than the LIBOR Certificates) and any Lower-Tier Interest, the calendar month immediately preceding the month in which that Distribution Date occurs. With respect to each Distribution Date and the LIBOR Certificates, the period beginning on the immediately preceding Distribution Date (or the Closing Date, in the case of the first Distribution Date) and ending on the day immediately preceding the related Distribution Date.

“ Accrued Interest Amount ”: For any Distribution Date and for any Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Deficiency Amount at the Net WAC, plus any interest accrued on such Undercollateralized Group remaining unpaid from prior Distribution Dates.

“ Adjusted Lower-Tier WAC ”: For any Distribution Date (and the related Accrual Period), the product of (i) 2 multiplied by (ii) the weighted average of the interest rates on the LT1A-1A, LT1A-1B, LT2A-1A, LT2A-1B, LT2A-1C, LTM-1, LTM-2, LTM-3, LTM-4, LTM-5, LTM-6, LTP, and LTQ Interests, weighted on the basis of their principal balances as of the first day of the related Accrual Period. Such weighted average rate shall be computed for this purpose by first subjecting the interest rate on the LTP and LTQ Interests to a cap of 0.00%, and first subjecting the interest rate on each of the LT1A-1A, LT1A-1B, LT2A-1A, LT2A-1B, LT2A-1C, LTM-1, LTM-2, LTM-3, LTM-4, LTM-5, and LTM-6 Interests to a cap equal to the product of (a) Pass-Through Rate for the Corresponding Class of Certificates (in the case of the Pass Through Rate on the Class 1A-1B Certificates, computed by increasing the Margin by the Insurer Premium Rate) multiplied by (b) the quotient of (I) the actual number of days in the Accrual Period for the Corresponding Class of Certificates divided by (II) 30.

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

“ Advance ”: With respect to any Distribution Date and any Mortgage Loan or REO Property, any advance made by the Servicer under the Servicing Agreement or the Master Servicer pursuant to Section 5.05.

“ Adverse REMIC Event ”: Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

“ 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 Subordinate Percentage ”: As to any Distribution Date, the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates and the denominator of which is the Pool Balance for such Distribution Date.

“ Agreement ”: This Pooling and Servicing Agreement, dated as of September 1, 2005, as amended, supplemented and otherwise modified from time to time.

“ Applicable Credit Support Percentage ”: As defined in Section 5.01(e).

“ Apportioned Principal Balance ”: As to any Class of Subordinate Certificates, either Loan Group and any Distribution Date, the Class Certificate Principal Balance of such Class immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the Subordinate Component for the related Loan Group for such date and the denominator of which is the sum of the Subordinate Components (in the aggregate).

“ Allocated Realized Loss Amount ”: For any Distribution Date and any class of LIBOR Certificates and the Class C Certificates, an amount equal to the amount of any Realized Losses allocated to that Class of Certificates on such Distribution Date and any Allocated Realized Loss Amounts previously allocated to such Class pursuant to Section 5.03 minus any amounts distributed to such Class pursuant to Section 5.01(a)(1)(iv) in respect of Allocated Realized Loss Amounts.

“ Assignment ”: As to any Mortgage, an assignment of mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient, under the laws of the jurisdiction in which the related Mortgaged Property is located, to reflect or record the sale of such Mortgage.

“ Available Funds ”: As to any Distribution Date and either Loan Group, an amount equal to (i) the sum of (a) the aggregate of the Monthly Payments received on or prior to the related Determination Date (excluding Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the Mortgage Loans in that Loan Group, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments (excluding Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans in that Loan Group received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of REO Properties for such Distribution Date in respect of the Mortgage Loans in that Loan Group, (d) the aggregate of any amounts of Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) paid by the Servicer pursuant to the Servicing Agreement and Compensating Interest Payments deposited in the Distribution Account for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (e) the aggregate of the Purchase Prices and Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period in respect of the Mortgage Loans in that Loan Group, (f) the aggregate of any advances in respect of delinquent Monthly Payments made by the Servicer and Advances made by the Master Servicer for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (g) the aggregate of any Advances made by the Trustee for that Distribution Date pursuant to Section 7.02 hereof in respect of the Mortgage Loans in that Loan Group and (h) the Termination Price allocated to such Loan Group on the Distribution Date on which the Trust is terminated; minus (ii) the sum of (y) the premium payable on such Distribution Date to the Certificate Insurer in respect of the Class 1A-1B Certificates, (w) the Expense Fees for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (x) amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in that Loan Group and other amounts as to which the Servicer, the Trustee, the Master Servicer, the Securities Administrator and the Custodian are entitled to be reimbursed pursuant to Section 4.03, (y) the amount payable to the Trustee, the Master Servicer, the Custodian or the Securities Administrator pursuant to Sections 3.18, 3.21(b), 3.22(c) and 8.05 in respect of the Mortgage Loans in that Loan Group or if not related to a Mortgage Loan, allocated to each Loan Group on a pro rata basis and (z) amounts deposited in the Distribution Account in error in respect of the Mortgage Loans in that Loan Group.

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

“ Basis Risk Reserve Fund ”: A fund created as part of the Trust Fund pursuant to Section 5.07 of this Agreement but which is not an asset of any of the REMICs.

“ Basis Risk Shortfall ”: With respect to any Distribution Date and the LIBOR Certificates, the “Basis Risk Shortfall” for such class, if any, will equal the sum of:

(i)

the excess, if any, of the Interest Distributable Amount that such Class would have been entitled to receive if the Pass-Through Rate for such Class were calculated without regard to clause (b) in the definition thereof, over the actual Interest Distributable Amount such Class is entitled to receive for such Distribution Date;

(ii)

any excess described in clause (i) above remaining unpaid from prior Distribution Dates; and

(iii)

interest for the applicable Accrual Period on the amount described in clause (ii) above based on the Pass-Through Rate for such Class of Certificates, as applicable, determined without regard to clause (b) in the definition thereof.

“ 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 6.02 hereof). On the Closing Date, all Classes of the Certificates other than the Physical Certificates shall be Book-Entry Certificates.

“ 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 Maryland, the State of Minnesota, the State of New York 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.

“ Call Option ”: The right to terminate this Agreement and the Trust pursuant to the second paragraph of Section 10.01(a) hereof.

“ Call Option Date ”: As defined in Section 10.01(a) hereof.

“ Certificate ”: Any Regular Certificate or Residual Certificate.

“ Certificate Group 1 ”: At any time, the Group 1 Certificates.

“ Certificate Group 2 ”: At any time, the Group 2 Certificates.

“ Certificate Group ”: Either Certificate Group 1 or Certificate Group 2, as the context requires.

“ Certificate Insurance Policy ”: The Certificate Guaranty Insurance Policy (No. 51679-N) with respect to the Class 1A-1B Certificates, and all endorsements thereto dated the Closing Date, issued by the Certificate Insurer for the benefit of the Holders of the Class 1A-1B Certificates, a copy of which is attached hereto as Exhibit O.

“ Certificate Insurer ”: Financial Security Assurance Inc., a New York financial guaranty insurance company.

“ Certificate Insurer Default ”: The existence and continuance of any of the following: (a) a failure by the Certificate Insurer to make a payment required under the Certificate Insurance Policy in accordance with its terms (unless such failure was due to the failure of the Securities Administrator to provide a correct and timely notice of claim); (b) the entry of a final and non-appealable decree or order of a court or agency having jurisdiction in respect of the Certificate Insurer in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law appointing a conservator or receiver or liquidator or other similar official of the Certificate Insurer or of any substantial part of its property, or the entering of a final and non-appealable order for the winding up or liquidation of the affairs of the Certificate Insurer; (c) the Certificate Insurer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Certificate Insurer or of or relating to all or substantially all of its property; or (d) the Certificate Insurer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

“ Certificate Insurer Reimbursement Amount ”: For any Distribution Date, the sum of (a) all amounts previously paid by the Certificate Insurer in respect of Insured Amounts for which the Certificate Insurer has not been reimbursed prior to such Distribution Date and (b) interest accrued on the foregoing at the Late Payment Rate from the date the Securities Administrator received such amounts paid by the Certificate Insurer to such Distribution Date.

“ Certificate Owner ” or “ Owner ”: With respect to each Book-Entry Certificate, any beneficial owner thereof and with respect to each Physical Certificate, the Certificateholder thereof.

“ Certificate Principal Balance ”: With respect to each Certificate of a given Class and any date of determination, the product of (i) the Class Certificate Principal Balance of such Class and (ii) the applicable Percentage Interest of such Certificate.

“ Certificate Register ” and “ Certificate Registrar ”: The register maintained and registrar appointed pursuant to Section 6.02 hereof. The Securities Administrator will act as Certificate Registrar on behalf of the Trustee.

“ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual Certificate for any purpose hereof.

“ Class ”: Collectively, Certificates that 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 1A-1A Certificate ”: Any of the Class 1A-1A Certificates as designated on the face thereof, executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

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

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

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

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

“ Class C Certificate ”: The Class C Certificate as designated on the face thereof executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form of Exhibit A-2, evidencing beneficial ownership of “regular interests” in the Class C REMIC, as well as representing beneficial ownership of the Basis Risk Reserve Fund and the Yield Maintenance Account.

“Class C Distributable Amount” : With respect to any Distribution Date, the amount of interest that has accrued on the Class C Notional Balance, as described in the Preliminary Statement, but that has not been distributed pursuant to Section 5.01(a)(1)(iv)(P) hereof prior to such Distribution Date. In addition, such amount shall include the initial Overcollateralized Amount (less the $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on prior Distribution Dates as part of the Overcollateralization Release Amount.

“ Class Certificate Principal Balance ”: As to any Distribution Date, with respect to any Class of Certificates (other than the Class P Certificates), the Original Class Certificate Principal Balance as (a) reduced by the sum of (x) all amounts actually distributed in respect of principal of that Class on all prior Distribution Dates (provided, however, that the Certificate Insurer will be subrogated to the amount of any Realized Losses paid by it to the Insured Certificates), (y) all Realized Losses, if any, actually allocated to that Class on all prior Distribution Dates and (z) in the case of the Subordinate Certificates, any applicable Writedown Amount, as increased by the amount of Deferred Interest allocated to such Class of Certificates on such Distribution Date as set forth in Section 5.02 and (b) increased pursuant to Section 5.08, provided that any amounts distributed to a Class in respect of Allocated Realized Loss Amounts pursuant to 5.01(a)(1)(iv) will not further increase the Certificate Principal Balance of such Class.

“Class C Notional Balance” : With respect to any Distribution Date (and the related Accrual Period) the aggregate principal balance of the Lower-Tier Interests (the Pool Balance) as specified in the Preliminary Statement.

“ Class R Certificate ”: The Class R Certificate as designated on the face thereof executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit B, evidencing the ownership of the sole class of “residual interest” in each REMIC (other than the Lower-Tier REMIC) created hereunder and representing the right to distributions as set forth herein and therein.

“ Class R-II Certificate ”: The Class R-II Certificate as designated on the face thereof executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit B, evidencing the ownership of the sole class of “residual interest” in the Lower-Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class R-X Certificate ”: The Class R-X Certificate as designated on the face thereof executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit B, evidencing the ownership of the sole class of “residual interest” in each of the Class C REMIC and the Class P REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class M-1 Certificate ”: Any of the Class M-1 Certificates as designated on the face thereof, executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class M-1 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior 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) for each Distribution Date prior to October 2011 86.250% and thereafter 89.000% 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 $4,703,871.42.

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

“ Class M-2 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to October 2011 92.000% and thereafter 93.600% 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 $4,703,871.42.

“ Class M-3 Certificate ”: Any of the Class M-3 Certificates as designated on the face thereof, executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class M-3 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to October 2011 95.375% and thereafter 96.300% 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 $4,703,871.42.

“ Class M-4 Certificate ”: Any of the Class M-4 Certificates as designated on the face thereof, executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class M-4 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to October 2011 96.000% and thereafter 96.800% 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 $4,703,871.42.

“ Class M-5 Certificate ”: Any of the Class M-5 Certificates as designated on the face thereof, executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class M-5 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the 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) for each Distribution Date prior to October 2011 96.750% and thereafter 97.400% 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 $4,703,871.42.

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

“ Class M-6 Principal Distribution Amount ”: For any Distribution Date, an amount equal to the lesser of (a) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the 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) for each Distribution Date prior to October 2011 98.000% and thereafter 98.400% 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 $4,703,871.42.

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

“ Class Subordination Percentage ”: With respect to each Class of Subordinate Certificates and any Distribution Date, the percentage equivalent of a fraction the numerator of which is the Class Certificate Principal Balance of such Class immediately before such Distribution Date and the denominator of which is the aggregate of the Class Certificate Principal Balances of all Classes of Certificates immediately before such Distribution Date.

“ Close of Business ”: As used herein, with respect to any Business Day and location, 5:00 p.m. at such location.

“ Closing Date ”: September 30, 2005.

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

“ Commission ”: U.S. Securities and Exchange Commission.

“ Commitment Letter ”: The letter dated the September 27, 2005 from the Certificate Insurer to Greenwich Capital Markets, Inc. (a copy of which has been furnished to the Trustee and Securities Administrator) setting forth the payment arrangements for the premium on the Certificate Insurance Policy and certain related expense payment arrangements.

“ Compensating Interest Payment ”: With respect to any Distribution Date, an amount equal to the amount, if any, by which (x) the aggregate amount of any Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) required to be paid by the Servicer pursuant to the Servicing Agreement with respect to such Distribution Date, exceeds (y) the aggregate amount actually paid by the Servicer in respect of such shortfalls; provided, that such amount, to the extent payable by the Master Servicer, shall not exceed the aggregate Master Servicing Fee that would be payable to the Master Servicer in respect of such Distribution Date without giving effect to any Compensating Interest Payment.

“ Corporate Trust Office ”: With respect to the Trustee, the principal corporate trust office 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, CA 92705, Attention: DSLA 2005-AR6 (GC05D6), or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Securities Administrator and the Seller. With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., 6th Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, DSLA Mortgage Loan Trust 2005-AR6.

“ Corresponding Class ”: With respect to each class of Lower-Tier Interests, the Class or Classes of Certificates so designated in the Preliminary Statement.

“ Credit Enhancement Percentage ”: For any Distribution Date, the percentage obtained by dividing (x) the aggregate Class Certificate Principal Balance of the Subordinate Certificates and the Class C Certificates by (y) the aggregate Stated Principal Balance of the Mortgage Loans.

“ Custodian ”: Deutsche Bank National Trust Company, its successors acting as custodian of the Mortgage Files, as indicated on the Mortgage Loan Schedule.

“ Custodial Fee ”: The monthly fee paid to the Custodian for its services rendered, which will be paid by the Master Servicer from the Master Servicing Fee.

“ Cut-Off Date ”: With respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan, the Close of Business in New York City on September 1, 2005. With respect to any Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage Loan Schedule (as amended).

“ Cut-Off Date Aggregate Principal Balance ”: The aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in each Loan Group.

“ Cut-Off Date Principal Balance ”: With respect to any Mortgage Loan, the principal balance thereof remaining to be paid, after application of all scheduled principal payments due on or before the Cut-Off Date whether or not received as of the Cut-Off Date (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan).

“ DBRS ”: Dominion Bond Rating Service, Inc., and any successors thereto.

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

“ Deferred Interest ”: With respect to each Mortgage Loan and each related Due Date, will be the excess, if any, of the amount of interest accrued on such Mortgage Loan from the preceding Due Date to such due date over the portion of the Monthly Payment allocated to interest for such Due Date.

“ Deficiency Amount ”: Means with respect to the Class 1A-1B Certificates (1) with respect to each Distribution Date, the excess, if any, of the Monthly Interest Distributable Amount on the Class 1A-1B Certificates for such Distribution Date, net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest, over the amount of Available Funds to pay such net amount on the Class 1A-1B Certificates on such Distribution Date, (2) with respect to each Distribution Date, the amount, if any, of any Realized Losses allocable to the Class 1A-1B Certificates on such Distribution Date (after giving effect to all distributions to be made thereon on such Distribution Date, other than pursuant to a claim on the Certificate Insurance Policy) and (3) with respect to the Final Distribution Date, the outstanding Certificate Principal Balance of the Class 1A-1B Certificates, after giving effect to all payments of principal on the Class 1A-1B Certificates on such Final Distribution Date, other than pursuant to a claim on the Certificate Insurance Policy on that Distribution Date. Deficiency Amount shall not include (a) any portion of a Deficiency Amount due to holders of the Insured Certificates because a notice and certificate in proper form as required by the Certificate Insurance Policy was not timely received by the Certificate Insurer and (b) any portion of a Deficiency Amount due to holders of the Insured Certificates representing interest on any unpaid interest accrued from and including the date of payment by the Certificate Insurer of the amount of such unpaid interest.

“ 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 ”: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d) hereof.

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

“ Delinquent ”: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made, as reported by the Servicer to the Master Servicer.

“ Depositor ”: Greenwich Capital Acceptance, Inc., 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 ”: For any Distribution Date and each Mortgage Loan, the date each month, as set forth in the Servicing Agreement, on which the Servicer determines the amount of all funds required to be remitted to the Master Servicer.

“ 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 any REMIC formed hereby other than through an Independent Contractor; provided, however, that the Trustee (or the Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the 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 ”: A “disqualified organization” defined in Section 860E(e)(5) of the Code, or any other Person so designated by the Trustee based upon an Opinion of Counsel provided to the Trustee by nationally recognized counsel acceptable 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.

“ Distribution Account ”: The trust account or accounts created and maintained by the Master Servicer, on behalf of the Trustee pursuant to Section 4.02 hereof in the name of the Trustee for the benefit of the Securities Administrator, as Paying Agent for the Trustee, the Certificate Insurer and the Certificateholders and designated “Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of DSLA Mortgage Loan Trust 2005-AR6, DSLA Mortgage Pass-Through Certificates, Series 2005-AR6” and which must be an Eligible Account.

“ Distribution Account Income ”: As to any Distribution Date, any interest or other investment income earned on funds deposited in the Distribution Account during the month of such Distribution Date.

“ Distribution Date ”: The 19th day of the month, or, if such day is not a Business Day, the next Business Day commencing in October 2005.

“ Distribution Date Statement ”: As defined in Section 5.04(a) hereof.

“ Due Date ”: With respect to each Mortgage Loan and any Distribution Date, the first day of the calendar month in which that Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due, 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 that Distribution Date occurs and ending on the first day of the month in which that Distribution Date occurs.

“ Eligible Account ”: Any of

(i)

an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated in the highest short term rating category of the Rating Agency at the time any amounts are held on deposit therein;

(ii)

an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by it), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to the Rating Agency, the Certificateholders will have a claim with respect to the funds in the account or a perfected first priority security interest against the collateral (which shall be limited to Permitted Investments) securing those funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained;

(iii)

a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity,

(iv)

an account otherwise acceptable to the Rating Agency without reduction or withdrawal of its then current ratings of the Certificates as evidenced by a letter from the Rating Agency to the Trustee. Eligible Accounts may bear interest, and any account with the depository institution acting as Trustee hereunder may be an Eligible Account so long as it otherwise satisfies the requirements of this definition.

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

“ ERISA-Restricted Certificates ”: The Class M-5, Class M-6, Class C, Class P, Class R, Class R-X and Class R-II Certificates and any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption.

“ ERISA-Qualifying Underwriting ”: A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

“ Event of Default ”: Any one of the events (howsoever described) set forth in Section 7.01 hereof as an event or events upon the occurrence and continuation of which the Master Servicer may be terminated.

“ Excess Overcollateralized Amount ”: With respect to the Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates and 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.

“ Expense Fee ” With respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee and (ii) the Servicing Fee.

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

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

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

“ Final Distribution Date ”: The Distribution Date occurring in October 2045.

“ 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 pursuant to or as contemplated by Sections 2.03 and 10.01), a determination made by the Servicer, and reported to the Master Servicer, that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer expects to be finally recoverable in respect thereof have been so recovered.

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

“ GCFP ”: Greenwich Capital Financial Products, Inc., and its successors and assigns.

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

“ Group 1 Certificates ”: The Class 1A-1A and Class 1A-1B Certificates.

“ Group 1 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 1 Principal Distribution Amount ”: For any Distribution Date on or after the Step Down Date and as long as a Trigger Event has not occurred or is not continuing with respect to such Distribution Date, will be the lesser of (a) the greater of (x) the Senior Principal Distribution Amount multiplied by a fraction, the numerator of which is principal balance of the Group 1 Mortgage Loans at the beginning of the related Due Period minus the principal balance of the Group 1 Mortgage Loans at the end of the Due Period and the denominator of which is the Aggregate Principal Balance of the Mortgage Loans at the beginning of the related Due Period minus the Aggregate Principal Balance of the Mortgage Loans at the end of the Due Period and (y) the amount by which the Senior Certificates related to the Group 1 Mortgage Loans exceed the principal balances of the Group 1 Mortgage Loans and (b) the Certificate Principal Balance of the Senior Certificates related to the Group 1 Mortgage Loans.

“ Group 2 Certificates ”: The Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates.

“ Group 2 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 2 Principal Distribution Amount ”: For any Distribution Date on or after the Step Down Date and as long as a Trigger Event has not occurred or is not continuing with respect to such Distribution Date, will be equal to the Senior Principal Distribution Amount minus the Group 1 Principal Distribution Amount.

“ Indemnification Agreement ”: The Indemnification Agreement dated as of the Closing Date among the Depositor, the Seller, Greenwich Capital Markets, Inc. and the Certificate Insurer, including any amendments and supplements thereto.

“ Indemnified Persons ”: The Trustee, the Master Servicer, the Depositor, the Custodian, the Certificate Insurer and the Securities Administrator and their respective officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

“ Independent ”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor and its Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or any Affiliate thereof, and (c) is not connected with the Depositor or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor 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 any Affiliate thereof.

“ Independent Contractor ”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any REMIC formed hereby 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 no REMIC formed hereby receives or derives any income from such Person and provided that the relationship between such Person and the applicable REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

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

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

“ Insurance Proceeds ”: With respect to any Mortgage Loan, proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the Servicing Agreement.

“ Insured Amount ”: The meaning assigned to the term “Guaranteed Distributions” in the Certificate Insurance Policy.

“ Insured Certificates ”: The Class 1A-1B Certificates.

“ Insurer Premium Rate ”: 0.15% per annum.

“ Interest Distributable Amount ”: With respect to any Distribution Date and each Class of Certificates other than the Class P Certificates, the sum of (i) the Monthly Interest Distributable Amount for that Class and (ii) the Unpaid Interest Shortfall Amount for that Class.

“ Interest Remittance Amount ”: For any Distribution Date and Loan Group, the sum of (i) the portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Mortgage Loans in such Loan Group and (ii) Principal Prepayments for such Loan Group received during the related Prepayment Period up to the amount of related Deferred Interest for such Distribution Date.

“ Interest Shortfall ”: With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or a reduction of its Monthly Payment under the Relief Act, an amount determined as follows:

(a)

Principal Prepayments in part received during the relevant Prepayment Period : the difference between (i) one month’s interest at the applicable Net Loan Rate on the amount of such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Loan Rate) actually received with respect to such prepayment at the time of such prepayment;

(b)

Principal Prepayments in full received during the relevant Prepayment Period : the difference between (i) one month’s interest at the applicable Net Loan Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Loan Rate) actually received with respect to such prepayment at the time of such prepayment; and

(c)

the amount of any Relief Act Reductions for such Distribution Date.

“ Late Payment Rate ”: For any Distribution Date, the lesser of (i) the greater of (a) the rate of interest, as it is 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% and (b) the then applicable highest rate of interest on the Insured Certificates and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

“ Latest Possible Maturity Date ”: As determined as of the Cut-Off Date, the Distribution Date following the fifth anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-Off Date.

“ LIBOR ”: With respect to each Accrual Period, a per annum rate determined on the second LIBOR Business Day immediately preceding the commencement of each Accrual Period for the LIBOR Certificates in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the BBA for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on the related LIBOR Determination Date.

(a)

If on such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Securities Administrator will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Securities Administrator will have no liability for the selection of such alternative index (and shall be entitled to rely on such advice, if any, as it may deem appropriate in such selection), except that the Securities Administrator will select a particular index as the alternative index only if it receives an Opinion of Counsel, which opinion shall be an expense reimbursed from the Distribution Account, that the selection of such index will not cause any REMIC created hereunder to lose its classification as a REMIC for federal income tax purposes.

(b)

The establishment of LIBOR by the Securities Administrator and the Securities Administrator’s subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding.

“ LIBOR Adjusted Cap Rate ”: For any Distribution Date and any Class of LIBOR Certificates, the applicable Net WAC Cap for that Distribution Date, computed for this purposes by first reducing the Net WAC by a per annum rate equal to the quotient of (i)(a) the product of the Net Deferred Interest, if any, on the Mortgage Loans for the Distribution Date multiplied by (b) 12, and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the month before such Distribution Date (or in the case of the first Distribution Date, as of the Cut-Off Date).

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

“ LIBOR Certificates ”: The Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.

“ LIBOR Determination Date ”: The second LIBOR London Business Day immediately preceding the commencement of each Accrual Period for the LIBOR Certificates.

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

“ Liquidated Mortgage Loan ”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds that it expects to recover with respect to the liquidation of such 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 hereunder. 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 10.01 hereof or the applicable provisions of the Servicing Agreement.

“ Liquidation Expenses ”: With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the Servicer, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

“ Liquidation Proceeds ”: With respect to any Mortgage Loan, the amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer as proceeds from the liquidation of such Mortgage Loan, as determined in accordance with the applicable provisions of the Servicing Agreement, other than Recoveries; provided that with respect to any Mortgage Loan or REO Property repurchased, substituted or sold pursuant to or as contemplated hereunder, or pursuant to the applicable provisions of the Servicing Agreement, “Liquidation Proceeds” shall also include amounts realized in connection with such repurchase, substitution or sale.

“ Loan Group ”: Either Loan Group 1 or Loan Group 2, as the context requires.

“ Loan Group Balance ”: As to each Loan Group, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans at the time of determination.

“ Loan Group 1 ”: At any time, the Group 1 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Group 2 ”: At any time, the Group 2 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Rate ”: With respect to each 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.

“ Loan-to-Value Ratio ”: With respect to each Mortgage Loan and any date of determination, a fraction, expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan at such date of determination and the denominator of which is 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 Originator certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in the form of Exhibit H hereto.

“ Lower-Tier Interest ”: Any one of the interests in the Lower-Tier REMIC, as described in the Preliminary Statement.

“ Lower-Tier REMIC ”: As described in the Preliminary Statement.

“ LT-R Interest ”: As described in the Preliminary Statement.

“ Majority Certificateholders ”: The Holders of Certificates evidencing at least 51% of the Voting Rights.

“ Margin ”: On each Distribution Date on or prior to the Call Option Date, (i) with respect to the Class 1A-1A Certificates, 0.300% per annum, and on each Distribution Date after the Call Option Date, 0.600% per annum, (ii) with respect to the Class 1A-1B Certificates, 0.310% per annum, and on each Distribution Date after the Call Option Date, 0.620% per annum, (iii) with respect to the Class 2A-1A Certificates, 0.290% per annum, and on each Distribution Date after the Call Option Date, 0.580% per annum, (iv) with respect to the Class 2A-1B Certificates, 0.370% per annum, and on each Distribution Date after the Call Option Date, 0.740% per annum, (v) with respect to the Class 2A-1C Certificates, 0.420% per annum, and on each Distribution Date after the Call Option Date, 0.840% per annum, (vi) with respect to the Class M-1 Certificates, 0.650% per annum, and on each Distribution Date after the Call Option Date, 0.975% per annum, (vii) with respect to the Class M-2 Certificates, 0.950% per annum, and on each Distribution Date after the Call Option Date, 1.425% per annum, (viii) with respect to the Class M-3 Certificates, 1.700% per annum, and on each Distribution Date after the Call Option Date, 2.550% per annum, (ix) with respect to the Class M-4 Certificates, 1.800% per annum, and on each Distribution Date after the Call Option Date, 2.700% per annum, (x) with respect to the Class M-5 Certificates, 1.800% per annum, and on each Distribution Date after the Call Option Date, 2.700% per annum and (xi) with respect to the Class M-6 Certificates, 1.800% per annum, and on each Distribution Date after the Call Option Date, 2.700% per annum.

“ Master Servicer ”: Wells Fargo Bank, N.A., or any successor Master Servicer appointed as herein provided.

“ Master Servicing Fee ”: As to any Distribution Date and each related Mortgage Loan, an amount equal to the product of the applicable Master Servicing Fee Rate and the outstanding Principal Balance of such Mortgage Loan as of the first day of the related Due Period. The Master Servicing Fee for any Mortgage Loan shall be payable in respect of any Distribution Date from the interest portion of the Monthly Payment or other payment or recovery with respect to such Mortgage Loan, or as otherwise provided in Section 4.03(a).

“ Master Servicing Fee Rate ”: 0.0075% per annum.

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

“ MERS ”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“ MERS Mortgage Loan ”: Any Mortgage Loan registered with MERS on the MERS System.

“ MERS® System ”: The system of recording transfers of mortgages electronically maintained by MERS.

“ MIN ”: The Mortgage Identification Number for any MERS Mortgage Loan.

“ MOM Loan ”: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

“ Monthly Interest Distributable Amount ”: With respect to each Class of LIBOR Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the lesser of the related Pass-Through Rate and the related LIBOR Adjusted Cap Rate on the Class Certificate Principal Balance of that Class immediately prior to that Distribution Date, in each case, reduced by any Prepayment Interest Shortfalls allocated to such Class and Relief Act Reductions (allocated to each Certificate based on its respective entitlements to interest irrespective of any Prepayment Interest Shortfalls or Relief Act Reductions for such Distribution Date) pursuant to Section 5.01; provided, however , that for purposes of compliance with the REMIC Provisions, (A) the Monthly Interest Distributable Amount for each Class of Subordinate Certificates shall be calculated by reducing the related Pass-Through Rate by a per annum rate equal to (i) 12 times the Subordinate Class Expense Share for such Class divided by (ii) the Class Certificate Principal Balance of such Class as of the beginning of the related Accrual Period and (B) such Class shall be deemed to bear interest at such Pass-Through Rate as so reduced for federal income tax purposes.

“ Monthly Payment ”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan that is payable by the related Mortgagor from time to time under the related Mortgage Note, determined, for the purposes of this Agreement: (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 Servicer pursuant to the applicable provisions of the Servicing Agreement; 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. and its successors.

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

“ Mortgage File ”: With respect to each Mortgage Loan, the mortgage documents listed in Section 2.01 hereof 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 pursuant to Section 2.01 or Section 2.03(b) hereof as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“ Mortgage Loan Purchase Agreement ”: The Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated as of September 1, 2005, regarding the transfer of the Mortgage Loans by the Seller (including the Seller’s rights and interests in the Servicing Agreement) to or at the direction of the Depositor.

“ Mortgage Loan Schedule ”: As of any date, the list of Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan:

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

the street address of the Mortgaged Property including the state and five-digit ZIP code;

(iv)

a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied;

(v)

a code indicating whether the Residential Dwelling constituting the Mortgaged Property is (a) a detached single family dwelling, (b) a dwelling in a planned unit development, (c) a condominium unit, (d) a two- to four-unit residential property, (e) a townhouse or (f) other type of Residential Dwelling;

(vi)

if the related Mortgage Note permits the borrower to make Monthly Payments of interest only for a specified period of time, (a) the original number of such specified Monthly Payments and (b) the remaining number of such Monthly Payments as of the Cut-Off Date;

(vii)

the original months to maturity;

(viii)

the stated remaining months to maturity from the Cut-Off Date based on the original amortization schedule;

(ix)

the Loan-to-Value Ratio at origination;

(x)

[reserved];

(xi)

the Loan Rate in effect immediately following the Cut-Off Date;

(xii)

the date on which the first Monthly Payment is or was due on the Mortgage Loan;

(xiii)

the stated maturity date;

(xiv)

the Servicing Fee Rate, if any;

(xv)

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

(xvi)

the original principal balance of the Mortgage Loan;

(xvii)

the Stated Principal Balance of the Mortgage Loan on the Cut-Off Date and a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xviii)

the Index and Gross Margin specified in related Mortgage Note;

(xix)

the next Adjustment Date, if applicable;

(xx)

the Maximum Loan Rate, if applicable;

(xxi)

the Value of the Mortgaged Property;

(xxii)

the sale price of the Mortgaged Property, if applicable;

(xxiii)

the product code;

(xxiv)

[reserved];

(xxv)

[reserved];

(xxvi)

the respective Loan Group; and

(xxvii)

the Custodian’s name, if there is more than one Custodian.

Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related Mortgaged Property shall be confidential and the Trustee shall not disclose such information; provided that, notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable, law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of Trustee’s business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which Trustee or any affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of Trustee having a need to know the same, provided that Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor or this Agreement.

The Mortgage Loan Schedule, as in effect from time to time, shall also 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 current Principal Balance of the Mortgage Loans; (3) the weighted average Loan Rate of the Mortgage Loans; and (4) the weighted average remaining months to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance with the provisions of this Agreement.

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

“ Mortgaged Property ”: The fee simple or leasehold interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds.

“ Mortgagor ”: The obligor on a Mortgage Note.

“ MTA ”: The twelve-month average yields on United States Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in Statistical Release H.15(519).

“ MTA Indexed ”: Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the basis of the MTA index.

“ Net Deferred Interest ”: With respect to each Loan Group and any Distribution Date, the greater of (i) the excess, if any, of the Deferred Interest for such Loan Group for the related Due Date over the aggregate amount of any Principal Prepayments in part or in full received for such Loan Group during the related Prepayment Period and (ii) zero.

“ Net Interest Shortfall ”: With respect to any Distribution Date, the excess of Interest Shortfalls, if any, for such Distribution Date over the sum of (i) Interest Shortfalls paid by the Servicer under the Servicing Agreement with respect to such Distribution Date and (ii) Compensating Interest Payments made with respect to such Distribution Date.

“ 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, the Expense Fee and any other accrued and unpaid fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

“ Net Loan 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 Loan Rate for such Mortgage Loan minus the related Servicing Fee Rate and the Master Servicing Fee Rate.

“ Net Monthly Excess Cashflow ”: For any Distribution Date is equal to the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Available Funds for both Loan Groups for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the LIBOR Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates and (C) the Principal Distribution Amount for both Loan Groups.

“ Net Maximum Rate ”: For any Mortgage Loan and any Distribution Date, the maximum Loan Rate for each such Mortgage Loan as specified on the related Mortgage Note less the sum of the Master Servicing Fee Rate and the Servicing Fee Rate.

“ Net Maximum Rate Cap ”: For any Distribution Date and the Subordinate Certificates, the product of (i) the weighted average of the Net Maximum Loan Rates of the Mortgage Loans as of the first day of the related Due Period (or, in the case of the first Distribution Date, as of the Cut-Off Date), weighted on the basis of their related Stated Principal Balances as of the first day of the related Due Period and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period for such Certificates.

“ Net Realized Losses ”: For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.

“ Net WAC ”: With respect to any Distribution Date, the weighted average of the Net Loan Rates of the Mortgage Loans (or with respect to a Loan Group, only the Mortgage Loans constituting such Loan Group) as of the first day of the related Due Period (or, in the case of the first Distribution Date, as of the Cut-Off Date), weighted on the basis of the related Stated Principal Balances at the beginning of the related Due Period.

“ Net WAC Cap ”: For the LIBOR Certificates (other than the Class 1A-1B Certificates) and any Distribution Date is equal to the product of (x) the net WAC and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period and for the Class 1A-1B Certificates and any Distribution Date equals the excess of (x) the Net WAC Cap for the Class 1A-1A Certificates, for such Distribution Date over (y) the Insurer Premium Rate for that Distribution Date.

“ Net WAC Rate Carryover Amount ”: For any Distribution Date and any Class of LIBOR Certificates, an amount equal to the sum of (i) the excess of (x) the amount of interest such Class of Certificates would have accrued on such Distribution Date at its applicable Pass-Through Rate, over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the related Net WAC Cap and (ii) the unpaid portion of any related Net WAC Rate Carryover Amount from the prior Distribution Date together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the Pass-Through Rate applicable to such Class for such Accrual Period.

“ Nonrecoverable ”: A determination by the Master Servicer or the Servicer in respect of a delinquent Mortgage Loan that if it were to make an Advance or an advance of a delinquent Monthly Payment, respectively, in respect thereof, such amount would not be recoverable from any collections or other recoveries (including Liquidation Proceeds) on such Mortgage Loan.

“ 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), or by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller, the Master Servicer or the Depositor, as applicable.

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

“ Original Applicable Credit Support Percentage ”: With respect to each Class of Subordinate Certificates, the corresponding percentage set forth below opposite its Class designation:

Class M-1	5.50%
Class M-2	3.20%
Class M-3	1.85%
Class M-4	1.60%
Class M-5	1.30%
Class M-6	0.80%

“ Original Class Certificate Principal Balance ”: With respect to each Class of Certificates, the corresponding aggregate amount set forth opposite the Class designation of such Class in the Preliminary Statement.

“ Original Subordinated Principal Balance ”: The aggregate of the Original Class Certificate Principal Balances of the Classes of Subordinate Certificates.

“ Originator ”: Downey Savings and Loan Association, F.A.

“ OTS ”: The Office of Thrift Supervision.

“ Outstanding Mortgage Loan ”: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero, that was not the subject of a prepayment in full prior to such Due Date and that did not become a Liquidated Mortgage Loan prior to such Due Date.

“ 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 Principal Remittance Amount is applied as a principal payment on such Distribution 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, if any, of (i) the Overcollateralization 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.

“ Overcollateralization Target Amount ”: With respect to any Distribution Date, an amount equal to (i) prior to the Step Down Date, 0.80% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, (ii) on or after the Step Down Date so long as a Trigger Event is not in effect, the greater of (x) (I) 2.00% of the aggregate Stated Principal Balance of the Mortgage Loans prior to the Distribution Date in October 2011 or (II) 1.60% of the aggregate Stated Principal Balance of the Mortgage Loans on or after the Distribution Date in October 2011 and (y) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date; or (iii) on or after the Step Down Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

“ Overcollateralized Amount ”: For any Distribution Date, an amount equal to (i) the sum of 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 (ii) the sum of the aggregate Certificate Principal Balance of the LIBOR Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

“ 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 each Class of Certificates, other than the Class P Certificates and any Distribution Date, the rate set forth below:

(i)

The Pass-Through Rate for the Class 1A-1A Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(ii)

The Pass-Through Rate for the Class 1A-1B Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(iii)

The Pass-Through Rate for the Class 2A-1A Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(iv)

The Pass-Through Rate for the Class 2A-1B Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(v)

The Pass-Through Rate for the Class M-1 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(vi)

The Pass-Through Rate for the Class M-2 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(vii)

The Pass-Through Rate for the Class M-3 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(viii)

The Pass-Through Rate for the Class M-4 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(ix)

The Pass-Through Rate for the Class M-5 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%;

(x)

The Pass-Through Rate for the Class M-6 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 11.00%.

“ Paying Agent ”: Any paying agent appointed pursuant to Section 6.05 hereof. The initial Paying Agent shall be the Securities Administrator.

“ Percentage Interest ”: With respect to any Certificate other than the Class R, Class R-X, Class R-II, Class P and Class C Certificates, a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance, represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to the Class R, Class R-X, Class R-II, Class P and Class C Certificates, 100%.

“ 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 Trustee, the Securities Administrator or any of their respective Affiliates or for which an Affiliate of 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, the Master Servicer or their agents acting in their respective 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 its ultimate parent has a short-term uninsured debt rating in one of the two highest available rating categories of the Rating Agency and (B) any other demand or time deposit or deposit which is fully insured by the FDIC and are rated Prime+1 by Moody’s;

(iii)

repurchase obligations with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated A and A2, or higher, by S&P and Moody’s, respectively;

(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, the District of Columbia or any State thereof and that are rated by the Rating Agency in its highest long-term unsecured rating categories 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) that is rated by the Rating Agency in its highest short-term unsecured debt rating available at the time of such investment;

(vi)

units of money market funds (which may be 12b-1 funds, as contemplated by the Commission under the Investment Company Act of 1940) registered under the Investment Company Act of 1940 including funds managed or advised by the Trustee, the Master Servicer or an Affiliate thereof having the highest applicable rating from the Rating Agency; 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 Agency in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial ratings of the Senior Certificates;

provided, however , 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.

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

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

“ Physical Certificates ”: The Class C, Class P, Class R, Class R-X and Class R-II Certificates.

“ Pool Balance ”: As to any Distribution Date, the aggregate of the Stated Principal Balances, as of the Close of Business on the first day of the month preceding the month in which such Distribution Date occurs, of the Mortgage Loans that were Outstanding Mortgage Loans on that day.

“ Policy Account ”: The trust account or accounts created and maintained by the Securities Administrator, on behalf of the Trustee pursuant to Section 4.05 hereof in the name of the Trustee for the benefit of the Class 1A-1B Certificateholders and designated “Policy Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of DSLA Mortgage Loan Trust 2005-AR6, DSLA Mortgage Pass-Through Certificates, Series 2005-AR6, Class 1A-1B Certificates.”

“ Premium Amount ”: As to any Distribution Date and each Class of Insured Certificates, the product of one-twelfth of the Insurer Premium Rate and the Class 1A-1B Certificate Principal Balance on the immediately preceding Distribution Date, or, in the case of the first Distribution Date, the Closing Date, in each case after giving effect to distributions of principal made on such Distribution Date.

“ Premium Proceeds ”: The amount by which the Termination Price paid in connection with the termination pursuant to Section 10.01 hereof exceeds the sum of (i) accrued and unpaid interest and unpaid principal on the Certificates, (ii) any unreimbursed Servicing Advances and Advances and any unpaid Master Servicing Fees and Servicing Fees and (iii) all amounts, if any, then due and owing to the Trustee, the Master Servicer, the Securities Administrator and the Certificate Insurer under this Agreement.

“ Prepayment Penalty Amount ”: With respect to any Mortgage Loan and each Distribution Date, all premiums or charges, if any, paid by Mortgagors under the related Mortgage Notes as a result of full or partial Principal Prepayments collected by the Servicer during the immediately preceding Prepayment Period under the terms of the Servicing Agreement and remitted to the Master Servicer, but only to the extent required to be remitted to the Master Servicer on the applicable Servicer Remittance Date under the terms of the Servicing Agreement.

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

“ Primary Insurance Policy ”: Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate.

“ 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 Principal Balance of such Mortgage Loan after the Cut-Off Date, as increased by the amount of any Deferred Interest added to the outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the related Mortgage Note. 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 immediately prior to such Mortgage Loan becoming REO Property.

“ Principal Deficiency Amount ”: For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans immediately prior to such Distribution Date.

“ Principal Distribution Amount ”: For any Distribution Date and Loan Group, the excess of (x) the related Principal Remittance Amount reduced by the lesser of (a) Principal Prepayments received for the related Loan Group during the related Prepayment Period and (b) the amount of Deferred Interest added to the Principal Balance of the Mortgage Loans in the related Loan Group on the Due Date in the month of such Distribution Date over (y) the such Loan Group’s pro rata share, based on the aggregate outstanding Principal Balance of the Mortgage Loans, of the Overcollateralization Release Amount for such Distribution Date.

“ Principal Remittance Amount ”: With respect to any Distribution Date, the sum of (a) each scheduled payment of principal collected or advanced on the related Mortgage Loans (before taking into account any Deficient Valuations or Debt Service Reductions) by the Servicer or the Master Servicer in respect of the related Due Period, (b) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan, deposited to the Distribution Account during the related Prepayment Period, (c) the principal portion of any related Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period, (d) the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans that are not yet Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans other than Recoveries, (f) all Principal Prepayments in part or in full on Mortgage Loans applied by the Servicer or the Master Servicer during the related Prepayment Period, (g) all Recoveries received during the calendar month preceding the month of that Distribution Date and (h) on the Distribution Date on which the Trust is to be terminated pursuant to Section 10.01 hereof, that portion of the Termination Price in respect of principal.

“ Principal Prepayment ”: Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and that 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.

“ Private Certificates ”: The Class M-5, Class M-6, Class P, Class C, Class R, Class R-X and Class R-II Certificates.

“ Private Placement Memorandum ”: The Private Placement Memorandum dated September 30, 2005 relating to the initial sale of the Class M-5 and Class M-6 Certificates.

“ Pro Rata Share ”: As to any Distribution Date and any Class of Subordinate Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the (a) Subordinate Principal Distribution Amount on such date and (b) a fraction, the numerator of which is the related Class Certificate Principal Balance of that Class and the denominator of which is the aggregate of the Class Certificate Principal Balances of all the Classes of Subordinate Certificates.

“ Prospectus ”: The Prospectus Supplement, together with the accompanying prospectus dated 26, 2005, relating to the Senior Certificates and the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates.

“ Prospectus Supplement ”: That certain Prospectus Supplement dated September 27, 2005 relating to the initial sale of the Senior Certificates and the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates.

“ Purchase Agreement ”: Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of September 1, 2004, as amended by that certain Amendment Number One dated as of October 28, 2004, between GCFP, as purchaser, and the Originator, as seller, as reconstituted by the Reconstitution Agreement, as the same may be amended from time to time, and any assignments and conveyances related to the Mortgage Loans.

“ Purchase Price ”: With respect to any Mortgage Loan or REO Property to be purchased by the Seller pursuant to or as contemplated by Section 2.03 hereof, and as confirmed by an Officers’ Certificate from the Seller to the Trustee, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), plus (ii) in the case of (x) a Mortgage Loan, accrued interest on such Principal Balance at the applicable Loan Rate (or if the servicer is repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate) from the Due Date as to which interest was last covered by a payment by the Mortgagor 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 Principal Balance at the applicable Loan Rate (or if the servicer is repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate) from the Due Date as to which interest was last covered by a payment by the Mortgagor 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 and Liquidation Proceeds that as of the date of purchase had been distributed as or to cover REO Imputed Interest, plus (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees allocable to such Mortgage Loan or REO Property, plus (iv) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03 hereof, expenses reasonably incurred or to be incurred by the Trustee in respect of the breach or defect giving rise to the purchase obligation and plus (v) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory- or abusive-lending laws.

“ Qualified Insurer ”: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae-approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

“ Qualified Substitute Mortgage Loan ”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding 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% less than, the Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a maximum loan rate not less than the Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv) have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment date not more than two months after the next Adjustment Date of 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 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 been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of the same or better credit quality as the Deleted Mortgage Loan and (xi) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the terms described in clause (vi) hereof shall be determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio 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 (x) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“ Rating Agency ”: DBRS, S&P and Moody’s. If any rating agency or its successor shall no longer be in existence, “Rating Agency” shall include such nationally recognized statistical rating agency, or other comparable Person, as shall have been 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 in respect of such Liquidated Mortgage Loan.

“ Reconstitution Agreement ”: The reconstitution agreement dated as of September 30, 2005 among the Seller and Downey Savings and Loan Association, F.A., as the Servicer and acknowledged by the Trustee and the Master Servicer.

“ Reconstitution Date ”: September 30, 2005.

“ Record Date ”: With respect to each Distribution Date and all Classes of Certificates (other than the LIBOR Certificates), the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. With respect to each Distribution Date and the LIBOR Certificates, the last Business Day preceding that Distribution Date (or the Closing Date, in the case of the first Distribution Date), unless the any Class of LIBOR Certificates are no longer Book-Entry Certificates, in which case the Record Date for such Class of LIBOR Certificates shall be the last Business Day of the calendar month preceding the month in which that Distribution Date occurs.

“ Recovery ”: With respect to any Distribution Date and Mortgage Loan that became a Liquidated Mortgage Loan in a month preceding the month prior to that Distribution Date and with respect to which the related Realized Loss was allocated to one or more Classes of Certificates, an amount received in respect of such Liquidated Mortgage Loan during the prior calendar month, net of any reimbursable expenses.

“ Refinancing Mortgage Loan ”: Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

“ Regulation S ”: Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

“ Regulation S Global Security ”: The meaning specified in Section 6.01.

“ Regular Certificate ”: Any Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificate.

“ Relief Act ”: The Servicemembers Civil Relief Act, or any similar state law.

“ Relief Act Reductions ”: With respect to any Distribution Date and any Mortgage Loan as 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, if any, by which (i) interest collectible on that Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Stated Principal Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the application of the Relief Act.

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

“ REMIC Opinion ”: An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

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

“ Remittance Report ”: The Master Servicer’s Remittance Report to the Securities Administrator providing information with respect to each Mortgage Loan which is provided no later than the 15 ^th calendar day of each month and which shall contain such information as may be agreed upon by the Master Servicer and the Securities Administrator and which shall be sufficient to enable the Securities Administrator to prepare the related Distribution Date Statement.

“ 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 Servicer in respect of an REO Property pursuant to the Servicing Agreement.

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

“ 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 Loan 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 Due 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 10.01 hereof that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to the applicable provisions of the Servicing Agreement in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to the applicable provisions of the Servicing Agreement for unpaid Master Servicing Fees and 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 Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of the Servicing Agreement.

“ Request for Release ”: A release signed by a Servicing Officer, in the form of Exhibit F attached hereto.

“ Required Reserve Fund Deposit ”: With respect to the Class C Certificates and any Distribution Date, an amount equal to the lesser of (i) the Net Monthly Excess Cashflow otherwise distributable to the Class C Certificates for such Distribution Date and (ii) after application of amounts received under the related Yield Maintenance Agreement, the amount required to bring the balance on deposit in the Basis Risk Reserve Fund up to an amount to the greater of (a) the unpaid Basis Risk Shortfalls for such Distribution Date with respect to the LIBOR certificates, after distributions of payments made pursuant to the Yield Maintenance Agreements, and (b) $1,000.

“ 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 condominium project, (iv) a manufactured home, (v) a cooperative unit or (vi) a detached one-family dwelling in a planned unit development, none of which is a mobile home.

“ Residual Certificates ”: The Class R Certificate, the Class R-X Certificate and the Class R-II Certificate.

“ Responsible Officer ”: When used with respect to the Trustee, any director, the President, any vice president, any assistant vice president in its Corporate Trust Office Services department, any associate 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.

“ Restricted Global Security ”: As defined in Section 6.01.

“ S&P ”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ Sarbanes-Oxley Certification ”: A written certification covering, among other things, servicing of the Mortgage Loans by the Servicer and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

“ Securities Administrator ”: Wells Fargo Bank, N.A., or its successor in interest, or any successor securities administrator appointed as herein provided.

“ Seller ”: GCFP, in its capacity as seller under this Agreement.

“ Senior Certificate ”: Any one of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B or Class 2A-1C Certificates.

“ Senior Certificate Group ”: With respect to Loan Group 1, the Class 1A-1A and Class 1A-1B Certificates. With respect to Loan Group 2, the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates.

“ Senior Certificateholder ”: Any Holder of a Senior Certificate.

“ Senior Credit Support Depletion Date ”: The date on which the Class Certificate Principal Balance of each Class of Subordinate Certificates has been reduced to zero.

“ Senior Principal Distribution Amount ”: For any Distribution Date on or after the Step Down Date and as long as a Trigger Event has not occurred or is not continuing with respect to such Distribution Date, will be the lesser of (a) the sum of the Principal Distribution Amounts for each Loan Group and (b) the excess of the (x) the aggregate Class Principal Balances of the Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to October 2011 78.875% and thereafter 83.100% of 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) (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) minus $4,703,871.42.

“ Senior Termination Date ”: For each Senior Certificate Group, the Distribution Date on which the aggregate of the Class Certificate Principal Balances of the related Senior Certificates is reduced to zero.

“ Servicer ”: Downey Savings and Loan Association, F.A., as primary servicer of the Mortgage Loans and any successors thereto.

“ Servicer Certification ”: A written certification delivered to the Trustee, the Master Servicer and the Depositor pursuant to Subsection 11.23 of the Servicing Addendum to the Servicing Agreement covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Servicer.

“ Servicer Remittance Date ”: The “Remittance Date” defined in the Servicing Agreement.

“ Servicing Account ”: Any account established and maintained by the Servicer with respect to the related Mortgage Loans and any REO Property, pursuant to the terms of the Servicing Agreement.

“ Servicing Addendum ”: As defined in the Servicing Agreement.

“ Servicing Advances ”: As defined in the Servicing Agreement.

“ Servicing Agreement ”: The servicing agreement attached as Exhibit M hereto relating to the Mortgage Loans, as reconstituted by the Reconstitution Agreement, and any other servicing agreement entered into between a successor servicer, the Master Servicer and the Seller or the Trustee on behalf of the Trust pursuant to the terms hereof.

“ Servicing Fee ”: With respect to the Servicer and each Mortgage Loan and for any calendar month, the fee payable to the Servicer determined pursuant to the Servicing Agreement.

“ Servicing Fee Rate ”: With respect to each Mortgage Loan, the per annum servicing fee rate set forth on the Mortgage Loan Schedule.

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

“ Servicing Rights ”: With respect to any Mortgage Loan, any and all of the following: (a) the right, under the Servicing Agreement, to terminate the Servicer as servicer of such Mortgage Loan, with or without cause, subject to Section 3.09 of this Agreement; (b) the right, under the Servicing Agreement, to transfer the Servicing Rights and/or all servicing obligations with respect to such Mortgage Loan, subject to Section 3.09 of this Agreement; (c) the right to receive the Servicing Fee, less an amount to be retained by the Servicer as its servicing compensation as agreed to by the Servicing Rights Owner and the Servicer, subject to Section 3.09 of this Agreement and (d) all powers and privileges incident to any of the foregoing.

“ Servicing Rights Owner ”: GCFP or any successor or assign of GCFP.

“ Startup Day ”: As defined in Section 9.01(b) hereof.

“ Stated Principal Balance ”: With respect to any Mortgage Loan: (a) as of the Distribution Date in October 2005, the Cut-Off Date Principal Balance of such Mortgage Loan, (b) thereafter as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, as shown in the Mortgage Loan Schedule, minus, in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether or not received, (ii) all Principal Prepayments received after the Cut-Off Date, to the extent distributed pursuant to Section 5.01 before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of principal in accordance with the applicable provisions of the Servicing Agreement, to the extent distributed pursuant to Section 5.01 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 preceding such date of determination; and (c) as of any date of determination 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; provided that , such Stated Principal Balance shall be increased by the amount of any Net Deferred Interest added to the outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the related Mortgage Note. With respect to any REO Property: (x) as of any date of determination up to and 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, 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 5.01 before such date of determination; and (y) as of any date of determination 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.

“ Step Down Date ”: The earlier to occur of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in October 2008 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans and before distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to (a) prior to the Distribution Date in October 2011 21.125% and (b) on or after the Distribution Date in October 2011 16.900%.

“ Strike Rate ”: With respect to any Distribution Date and each Yield Maintenance Agreement, the amount listed on Schedule II hereto.

“ Subordinate Certificate ”: Any one of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 or Class M-6 Certificates.

“ Subordinate Class Expense Share ”: For each Class of Subordinate Certificates and each Accrual Period, the Subordinate Class Expense Share shall be allocated in reverse order of their respective numerical Class designations (beginning with the Class of Subordinate Certificates with the highest numerical Class designation) and will be an amount equal to (i) the sum of, without duplication, (a) the amounts paid to the Trustee from the Trust Fund during such Accrual Period pursuant to Section 8.05 hereof to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Loan Rate of any Mortgage Loan and (b) amounts described in clause (y) of the definition of Available Funds herein to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Mortgage Rate of any Mortgage Loan minus (ii) amounts taken into account under clause (i) of this definition in determining the Subordinate Class Expense Share of any Class of Subordinate Certificates having a higher numeric designation. In no event, however, shall the Subordinate Class Expense Share for any Class of Subordinate Certificates and any Accrual Period exceed the product of (i) (a) the lesser of the Pass-Through Rate for such Class, or the LIBOR Adjusted Cap Rate, divided by (b) 12 and (ii) the Class Certificate Principal Amount of such Class of Subordinate Certificates as of the beginning of the related Accrual Period.

“ Subordinate Component ”: With respect to each Loan Group and any Distribution Date, the excess of the sum of the related Loan Group Balance for such Distribution Date over the aggregate Class Certificate Principal Balance of the related Senior Certificate Group immediately preceding such Distribution Date. The designation “1” and “2” appearing after the corresponding Loan Group designation is used to indicate a Subordinate Component allocable to Loan Group 1 and Loan Group 2, respectively.

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

“ Tax Returns ”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of every REMIC created hereunder under the REMIC Provisions, 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.

“ Termination Price ”: As defined in Section 10.01(a) hereof.

“ Transfer ”: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

“ Transfer Affidavit ”: As defined in Section 6.02(e)(ii) hereof.

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

“ Trigger Event ”: With respect to any Distribution Date on or after the Step Down Date, occurs when:

(a)

the sum of the percentages obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans delinquent 60 days or more, that are in foreclosure or that are REO Properties by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous three calendar months divided by 3, exceeds (i) prior to the distribution date in October 2011 28.50% of the Credit Enhancement Percentage or (ii) on or after the distribution date in October 2011 35.70% of the Credit Enhancement Percentage; or

(b)

the aggregate amount of Realized Losses incurred since the Cut-Off Date through the last day of the related Due Period (reduced by the aggregate amount of Recoveries received since the cut-off date through the last day of the related Due Period) divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date exceeds the applicable percentages set forth below with respect to such distribution date:

Distribution Date Occurring In	Percentage
October 2007 - September 2008	0.25% for the first month plus an additional 1/12 ^th of 0.30% for each month thereafter
October 2008 - September 2009	0.55% for the first month plus an additional 1/12 ^th of 0.40% for each month thereafter
October 2009 - September 2010	0.95% for the first month plus an additional 1/12 ^th of 0.45% for each month thereafter
October 2010 - September 2011	1.40% for the first month plus an additional 1/12 ^th of 0.50% for each month thereafter
October 2011 - September 2012	1.90% for the first month plus an additional 1/12 ^th of 0.10% for each month thereafter
October 2012 and thereafter	2.00%

“ Trust ”: DSLA Mortgage Loan Trust 2005-AR6, the trust created hereunder.

“ Trust Fund ”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, such Trust Fund 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 (excluding Prepayment Penalty Amounts), (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 required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby); (v) the Distribution Account (subject to the last sentence of this definition), 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; (vi) the Basis Risk Reserve Fund, (vii) all right, title and interest of the Seller in and to the Servicing Agreement, including the Servicing Account, (viii) the Yield Maintenance Agreements and (ix) the Certificate Insurance Policy. Notwithstanding the foregoing, however, the Trust Fund specifically excludes (1) all payments and other collections of interest and principal due on the Mortgage Loans on or before the Cut-Off Date and principal received before the Cut-Off Date (except any principal collected as part of a payment due after the Cut-Off Date) and (2) all income and gain realized from Permitted Investments of funds on deposit in the Distribution Account.

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

“ Undercollateralized Group ”: With respect to any Distribution Date and Loan Group, as to which the aggregate Class Certificate Principal Balance of the related classes of Senior Certificates, after giving effect to distributions pursuant to Section 5.01(a) on such date, is greater than the Loan Group Balance of the related Loan Group for such Distribution Date.

“ Underwriter’s Exemption ”: Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374), as amended by Prohibited Transaction Exemption 97-34 (Exemption Application Nos. D-10245 and D-10246), as amended by Prohibited Transaction Exemption 2000-58 (Exemption Application No. D-10829) and as amended by Prohibited Transaction Exemption 2002-41 (Exemption Application No. D-11077) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

“ 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 on such Mortgaged Property.

“ United States Person ” or “ U.S. Person ”: A “United States person” within the meaning set forth in Section 7701(a)(30) of the Code or successor provisions.

“ Unpaid Interest Shortfall Amount ”: With respect to each Class of LIBOR Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for that Class for the immediately preceding Distribution Date exceeds (b) the aggregate amount distributed on that Class in respect of such Monthly Interest Distributable Amount on the preceding Distribution Date plus (2) any such shortfalls remaining unpaid from prior Distribution Dates.

“ Upper-Tier REMIC ”: As described in the Preliminary Statement.

“ Value ”: With respect to any Mortgage Loan and the related Mortgaged Property, the lesser of:

(i)

the value of such Mortgaged Property as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and

(ii)

the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;

provided, however , that in the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinancing Mortgage Loan at the time of origination by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac.

“ Voting Rights ”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 99% of the voting rights shall be allocated among the Classes of Regular Certificates, pro rata, based on a fraction, expressed as a percentage, the numerator of which is the Class Certificate Principal Balance of such Class and the denominator of which is the aggregate of the Class Certificate Principal Balances then outstanding and 1% of the voting rights shall be allocated to the Class R Certificate; provided, however, that when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder of the Class R Certificate. The voting rights allocated to a Class of Certificates shall be allocated among all Holders of such Class, pro rata, based on a fraction the numerator of which is the Certificate Principal Balance of each Certificate of such Class and the denominator of which is the Class Certificate Principal Balance of such Class; provided, however, that any Certificate registered in the name of the Master Servicer, the Securities Administrator or the Trustee or any of its affiliates shall not be included in the calculation of Voting Rights. The Class R-II and Class R-X Certificates will have no voting rights.

“ Writedown Amount ”: The reduction described in Section 5.03(c).

“ Yield Maintenance Accounts ”: The separate accounts maintained and held by the Securities Administrator pursuant to Section 4.05, which account shall each bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust on behalf of either (i) the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class C Certificateholders, or (ii) the Class 2A-1B and Class C Certificateholders, and which account provides that the Securities Administrator may make, or cause to be made, withdrawals therefrom in accordance with Section 4.05.

“ Yield Maintenance Agreements ”: The transactions evidenced by (i) the ISDA Master Agreement dated September 30, 2005, together with the related Schedule and Swap Confirmation and any other related documents thereto, between the Yield Maintenance Provider and the Securities Administrator, for the benefit of the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates or (ii) the ISDA Master Agreement dated September 30, 2005, together with the related Schedule and Swap Confirmation and any other related documents thereto, between the Yield Maintenance Provider and the Securities Administrator, for be for the benefit of the Class 1A-1B Certificates.

“ Yield Maintenance Distributable Amount ”: With respect to each Distribution Date and the Yield Maintenance Agreements, an amount equal to the product of (i) the excess, if any, of (x) LIBOR, subject to a maximum of 11.00%, over (y) the applicable Strike Rate, (ii) the related Yield Maintenance Notional Balance and (iii) a fraction, the numerator of which is the actual number days in the related interest Accrual Period and the denominator of which is 360.

“ Yield Maintenance Notional Balance ”: For any Distribution Date and the Yield Maintenance Agreement related to the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, the lesser of (i) the amount set forth on Schedule II hereto and (ii) the aggregate Class Certificate Principal Balance of the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates. For any Distribution Date and the Yield Maintenance Agreement related to the Class 1A-1B Certificates, the lesser of (i) the amount set forth on Schedule II hereto and (ii) the aggregate Class Certificate Principal Balance of the Class 1A-1B Certificates.

“ Yield Maintenance Payment ”: The payment remitted to the Securities Administrator by the Yield Maintenance Provider under the related Yield Maintenance Agreement.

“ Yield Maintenance Provider ”: The Bank of New York.

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.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01. Conveyance of Mortgage Loans .

(a)

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 Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements.

Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that the Servicing Rights Owner is the owner of the Servicing Rights with respect to the Mortgage Loans, and that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the Servicing Rights with respect to the Mortgage Loans.

(b)

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of defective Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein.

(c)

In connection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

(i)

the original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee for DSLA Mortgage Loan Trust 2005-AR6, Mortgage Pass-Through Certificates, Series 2005-AR6, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the aggregate Cut-Off Date Principal Balance of which is less than or equal to 2% of the Cut-Off Date Aggregate Principal Balance;

(ii)

except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage delivered to the Trustee (or its Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee and the Depositor that an original recorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan;

(iii)

the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an officer’s certificate of the Seller, title company, escrow agent or closing attorney certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or its Custodian) on behalf of the Trust is a true copy and that the original of such agreement has been forwarded to the public recording office;

(iv)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to “Deutsche Bank National Trust Company, as Trustee for DSLA Mortgage Loan Trust 2005-AR6, Mortgage Pass-Through Certificates, Series 2005-AR6, without recourse;”

(v)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments, or, in the case of an intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee that such original intervening Assignment of Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loans;

(vi)

the original Primary Insurance Policy, if any, or certificate, if any;

(vii)

the original or a certified copy of lender’s title insurance policy.

(d)

Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan shall be recorded; provided, however, that such assignments need not be recorded if, in the Opinion of Counsel (which must be from Independent Counsel and not at the expense of the Trust or the Trustee) acceptable to the Trustee, the Rating Agency and the Master Servicer, recording in such states is not required to protect the Trustee’s interest in the related Mortgage Loans; provided, further, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller (or the Seller will cause the Servicer to submit each such assignment for recording), at the cost and expense of the Seller, in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (1) reasonable direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy or insolvency relating to the Seller or the Depositor, or (3) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event more than three months thereafter except to the extent delays are caused by the applicable recording office), and to the extent recordation is required under the laws of the applicable jurisdiction to protect the Trustee’s and the Certificateholders’ interest in the related Mortgage Loan, the Seller shall properly record (or the Seller will cause the Servicer to properly record), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer and the Trustee), in each public recording office where the related Mortgages are recorded, each assignment with respect to a Mortgage Loan that is not a MERS Mortgage Loan.

(e)

The Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto.

(f)

If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(x) above, the Seller shall deliver or cause to be delivered to the Trustee the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee, promptly upon receipt thereof, but in any case within 175 days of the Closing Date. The Seller shall deliver or cause to be delivered to the Custodian, acting on behalf of the Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

(g)

For Mortgage Loans (if any) that have been prepaid in full after the Cut-Off Date and prior to the Closing Date, in lieu of the Seller delivering the above documents, the Master Servicer shall deliver to the Custodian on behalf of the Trustee, prior to the first Distribution Date, an Officer’s Certificate, based on information provided to the Master Servicer from the Servicer, which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account have been so deposited. All original documents that are not delivered to the Custodian on behalf of the Trust shall be held by the Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders.

(h)

The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement.

SECTION 2.02. Acceptance by Trustee .

The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Custodian on behalf of the Trustee and declares that it holds or will hold all other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer.

The Trustee further agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, (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) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.

Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) 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 that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement.

The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Originator and the Seller .

(a)

Upon its discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator of any representation, warranty or covenant under the Servicing Agreement in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders or the Certificate Insurer, the Trustee shall promptly notify the Originator of such defect, missing document or breach and request that the Originator deliver such missing document or cure such defect or breach within 90 days from the date that the Originator was notified of such missing document, defect or breach, and if the Originator does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the Originator’s obligation under the Servicing Agreement and cause the Originator to repurchase that Mortgage Loan from the Trust Fund at the Repurchase Price (as defined in the Servicing Agreement) on or prior to the Determination Date following the expiration of such 90 day period.

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