POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GREENWICH CAPITAL ACCEPTA | U.S. BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, N.A.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/24/2005

POOLING AND SERVICING AGREEMENT

, Parties: greenwich capital accepta , u.s. bank national association , wells fargo bank n.a.

GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Seller

WELLS FARGO BANK, N.A.,

Master Servicer and Securities Administrator

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

__________________________________

RBSGC Mortgage Loan Trust 2005-A

Mortgage Loan Pass-Through Certificates, Series 2005-A

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 Custodian.

SECTION 2.03.

Repurchase or Substitution of Mortgage Loans by the Originators 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 AND MASTER SERVICING 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.

Monitoring of Servicer.

SECTION 3.04.

Fidelity Bond.

SECTION 3.05.

Power to Act; Procedures.

SECTION 3.06.

Due-on-Sale Clauses; Assumption Agreements.

SECTION 3.07.

Release of Mortgage Files.

SECTION 3.08.

Documents, Records and Funds in Possession of Master Servicer to be

Held for Trust.

SECTION 3.09.

Standard Hazard Insurance and Flood Insurance Policies

SECTION 3.10.

Presentment of Claims and Collection of Proceeds.

SECTION 3.11.

Maintenance of the Primary Insurance Policies.

SECTION 3.12.

Trustee to Retain Possession of Certain Insurance Policies and

Documents.

SECTION 3.13.

Realization Upon Defaulted Mortgage Loans.

SECTION 3.14.

Compensation to the Master Servicer.

SECTION 3.15.

REO Property.

SECTION 3.16.

Annual Officer’s Certificate as to Compliance.

SECTION 3.17.

Annual Independent Accountant’s Servicing Report.

SECTION 3.18.

Reports Filed with Securities and Exchange Commission.

SECTION 3.19.

[Reserved].

SECTION 3.20.

[Reserved].

SECTION 3.21.

[Reserved].

SECTION 3.22.

[Reserved].

SECTION 3.23.

Closing Opinion of Counsel.

SECTION 3.24.

Liabilities of the Master Servicer.

SECTION 3.25.

Merger or Consolidation of the Master Servicer.

SECTION 3.26.

Indemnification of the Trustee, the Master Servicer and the Securities

Administrator.

SECTION 3.27.

Limitations on Liability of the Master Servicer and Others.

SECTION 3.28.

Master Servicer Not to Resign.

SECTION 3.29.

Successor Master Servicer.

SECTION 3.30.

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.

ARTICLE V
FLOW OF FUNDS

SECTION 5.01.

Distributions.

SECTION 5.02.

Allocation of Realized Losses.

SECTION 5.03.

Statements.

SECTION 5.04.

Remittance Reports; Advances.

SECTION 5.05.

Compensating Interest Payments.

SECTION 5.06.

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.

SECTION 6.04.

Persons Deemed Owners.

SECTION 6.05.

Appointment of Paying Agent.

ARTICLE VII
DEFAULT

SECTION 7.01.

Event of Default.

SECTION 7.02.

Trustee to Act.

SECTION 7.03.

Waiver of Event of Default.

SECTION 7.04.

Notification to Certificateholders.

ARTICLE VIII
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 8.01.

Duties of the Trustee and the Securities Administrator.

SECTION 8.02.

Certain Matters Affecting the Trustee and the Securities

Administrator.

SECTION 8.03.

Trustee and Securities Administrator Not Liable for Certificates or

Mortgage Loans.

SECTION 8.04.

Trustee, Custodian, Master Servicer and Securities Administrator May

Own Certificates.

SECTION 8.05.

Trustee’s and Securities Administrator’s Fees and Expenses.

SECTION 8.06.

Eligibility Requirements for Trustee and Securities Administrator.

SECTION 8.07.

Resignation or Removal of Trustee and Securities Administrator.

SECTION 8.08.

Successor Trustee and Successor Securities Administrator.

SECTION 8.09.

Merger or Consolidation of Trustee or Securities Administrator.

SECTION 8.10.

Appointment of Co-Trustee or Separate Trustee.

SECTION 8.11.

Limitation of Liability.

SECTION 8.12.

Trustee May Enforce Claims Without Possession of Certificates.

SECTION 8.13.

Suits for Enforcement.

SECTION 8.14.

Waiver of Bond Requirement.

SECTION 8.15.

Waiver of Inventory, Accounting and Appraisal Requirement.

SECTION 8.16.

Appointment of Custodians.

ARTICLE IX
REMIC ADMINISTRATION

SECTION 9.01.

REMIC Administration.

SECTION 9.02.

Prohibited Transactions and Activities.

ARTICLE X
TERMINATION

SECTION 10.01.

Termination.

SECTION 10.02.

Additional Termination Requirements.

ARTICLE XI
[RESERVED]

ARTICLE XII
MISCELLANEOUS PROVISIONS

SECTION 12.01.

Amendment.

SECTION 12.02.

Recordation of Agreement; Counterparts.

SECTION 12.03.

Limitation on Rights of Certificateholders.

SECTION 12.04.

Governing Law; Jurisdiction.

SECTION 12.05.

Notices.

SECTION 12.06.

Severability of Provisions.

SECTION 12.07.

Article and Section References.

SECTION 12.08.

Notice to each Rating Agency.

SECTION 12.09.

Further Assurances.

SECTION 12.10.

Benefits of Agreement.

SECTION 12.11.

Acts of Certificateholders.

SECTION 12.12.

Successors and Assigns.

SECTION 12.13.

Provision of Information.

SECTION 12.14.

Tax Treatment of Class P Certificate.

EXHIBITS AND SCHEDULES :

Exhibit A-1

Form of Class A Certificate

A-1

Exhibit A-2

Form of Class X Certificate

A-2

Exhibit A-3

Form of Class PO Certificate

A-3

Exhibit B

Form of Class A-R Certificate

B-1

Exhibit C

Form of Subordinate Certificate

C-1

Exhibit D

Form of Class P Certificate

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 Class A-R

I-1-1

Exhibit I-2

Form of ERISA Representation For ERISA-Restricted Certificates

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 Certificate Pursuant to

Section 6.02(e)

L-1

Exhibit M

Servicing Agreements

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

Schedule I

Mortgage Loan Schedule

Schedule II

[Reserved]

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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”).

PRELIMINARY STATEMENT:

Through this Agreement, the Depositor intends to cause the issuance and sale of the RBSGC Mortgage Loan Trust 2005-A Mortgage Loan Pass-Through Certificates, Series 2005-A (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 eighteen classes of certificates, designated as (i) the Class 1-A Certificates, (ii) the Class 2-A-1 Certificates, (iii) the Class 2-A-2 Certificates, (iv) the Class 2-A-3 Certificates, (v) the Class 3-A Certificates, (vi) the Class 4-A Certificates, (vii) the Class 5-A Certificates, (viii) the Class X Certificates, (ix) the Class PO Certificates, (x) the Class A-R Certificates, (xi) the Class B-1 Certificates, (xii) the Class B-2 Certificates, (xiii) the Class B-3 Certificates, (xiv) the Class B-4 Certificates, (xv) the Class B-5 Certificates, (xvi) the Class B-6 Certificates, (xvii) the Class A-R-II Certificates and (xviii) the Class P Certificates.

As provided herein, the Trustee shall elect that the Trust Fund (other than the Class P Distributable Amount) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC”). Each Certificate, other than the Class P, Class A-R, and Class A-R-II Certificates, shall represent ownership of a regular interest in the Upper-Tier REMIC, as described herein. The Class A-R-II Certificate represents ownership of the sole class of residual interest in the Lower-Tier REMIC, and the Class A-R Certificates represent ownership of the sole class of residual interest in the Upper-Tier REMIC.

The Lower-Tier REMIC shall hold as assets all property of the Trust Fund, other than the Excluded Trust Property and the interests in the Lower-Tier REMIC formed hereby. The Upper-Tier REMIC shall hold as assets the uncertificated Lower-Tier Interests, other than the Class LT-R Interest. Each such Lower-Tier Interest is hereby designated as a REMIC regular interest.

Lower-Tier REMIC Interests

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

Designation	Interest Rate	Initial Principal Balance	Related Loan Group
LT-Group 1	(1)	(4)	1
LT-Group 1 SCA	(1)	(3)	1
LT-Group 2	(1)	(4)	2
LT-Group 2 SCA	(1)	(3)	2
LT-Group 3	(1)	(4)	3
LT-Group 3 SCA	(1)	(3)	3
LT-Group 4	(1)	(4)	4
LT-Group 4 SCA	(1)	(3)	4
LT-Group 5	(1)	(4)	5
LT-Group 5 SCA	(1)	(3)	5
LT-AX	(2)	(2)	1,2,3,4,5
LT-PO	0.00%	(5)	1,2,3,4,5
LT-R	(6)	(6)	N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Lower-Tier Interests is a per annum rate equal to the Required Coupon of the related Loan Group.

(2)

This interest is entitled to receive on any Distribution Date a specified portion of the interest payable on the Non-Discount Mortgage Loans. Specifically, for each Accrual Period, this interest is entitled to interest accruals on the Non-Discount Mortgage Loans in each Loan Group at a per annum rate determined for each such Loan Group equal to the excess of (i) the weighted average of the Net Loan Rates of the Non-Discount Mortgage Loans in the Loan Group over (ii) the Required Coupon for such Loan Group.

(3)

This interest shall have an initial principal balance equal to one percent of the Subordinate Component of the Loan Group to which it is related.

(4)

This interest shall have an initial principal balance equal to the excess of the Loan Group Balance of the Loan Group to which it is related over the sum of (i) the class principal balance of the Lower-Tier Interest having “SCA” and the number of the Loan Group to which this interest is related in its designation and (ii) the portion of the Original Class Certificate Principal Balance of the Class PO Certificate that is related to the same Loan Group as this interest.

(5)

This interest shall have an initial principal balance equal to the Original Class Certificate Principal Balance of the Class PO Certificates.

(6)

The 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. Ownership of the LT-R Interest is represented by the Class A-R-II Certificate.

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

(i)

First, to the Class LT-PO Interest until its principal balance equals the Class Certificate Principal Balance of the Class PO Certificates;

(ii)

Second, concurrently to the LT-Group 1 SCA, LT-Group 2 SCA, LT-Group 3 SCA, LT-Group 4 SCA, and LT-Group 5 SCA Interests as follows:

(a)

to the LT-Group 1 SCA Interest until its principal balance equals one percent of the Subordinate Component for Loan Group 1 for the immediately succeeding Distribution Date;

(b)

to the LT-Group 2 SCA Interest until its principal balance equals one percent of the Subordinate Component for Loan Group 2 for the immediately succeeding Distribution Date;

(c)

to the LT-Group 3 SCA Interest until its principal balance equals one percent of the Subordinate Component for Loan Group 3 for the immediately succeeding Distribution Date;

(d)

to the LT-Group 4 SCA Interest until its principal balance equals one percent of the Subordinate Component for Loan Group 4 for the immediately succeeding Distribution Date;

(e)

to the LT-Group 5 SCA Interest until its principal balance equals one percent of the Subordinate Component for Loan Group 5 for the immediately succeeding Distribution Date;

(f)

to the LT-Group 1 SCA, LT-Group 2 SCA, LT-Group 3 SCA, LT-Group 4 SCA, or LT-Group 5 SCA Interest the amount necessary to cause the ratio of the principal balance of such Lower-Tier Interest to the principal balance of each other such Lower-Tier Interest to equal the ratio of the Subordinate Component related to such Lower-Tier Interest for the immediately succeeding Distribution Date to the Subordinate Component related to the other 4 Lower-Tier Interests for the immediately succeeding Distribution Date;

(iii)

Third, concurrently–

(a)

from the Available Funds remaining for Loan Group 1, to the Class LT-Group 1 Interest, until its balance is reduced to zero;

(b)

from the Available Funds remaining for Loan Group 2, to the Class LT-Group 2 Interest, until its balance is reduced to zero;

(c)

from the Available Funds remaining for Loan Group 3, to the Class LT-Group 3 Interest, until its balance is reduced to zero;

(d)

from the Available Funds remaining for Loan Group 4, to the Class LT-Group 4 Interest, until its balance is reduced to zero;

(e)

from the Available Funds remaining for Loan Group 5, to the Class LT-Group 5 Interest, until its balance is reduced to zero;

(iv)

Fourth, to make interest distributions on the Lower-Tier Interests at the interest rates described above.

(v)

Finally, any remaining amounts to the LT-R Interest.

On any Distribution Date, after all distributions of Available Funds from each Loan Group on such date, Realized Losses shall be allocated among the Lower-Tier Interests in the same order of priority in which principal is distributed among such Lower-Tier Interests pursuant to priorities (i) through (iv) above.

The Certificates

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

	Original Class Certificate Principal Balance or Class Certificate Notional Balance	Pass-Through Rate
Class 1-A	$28,268,000.00	5.500%
Class 2-A-1	$15,898,000.00	5.750%
Class 2-A-2	$119,342,000.00	5.750%
Class 2-A-3	$10,000,000.00	5.750%
Class 3-A	$88,439,000.00	6.000%
Class 4-A	$58,652,000.00	6.000%
Class 5-A	$70,777,000.00	7.000%
Class X	Notional Amount (1)	6.000%
Class PO	$3,110,793.31	(2)
Class A-R	$100.00	5.750%
Class B-1	$13,824,000.00	(3)
Class B-2	$5,955,000.00	(3)
Class B-3	$3,402,000.00	(3)
Class B-4	$3,403,000.00	(3)
Class B-5	$2,552,000.00	(3)
Class B-6	$1,701,551.15	(3)
Class P	(4)	(4)
Class A-R-II	(5)	(5)

____________

(1)

The Class X Certificates are interest-only certificates and will not be entitled to distributions of principal. The Class X Certificates will accrue interest on their related Certificate Principal Balance (initially equal to $20,547,464).

(2)

The Class PO Certificates are principal-only certificates and will not be entitled to distributions of interest.

(3)

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.

(4)

The Class P Certificate does not have a principal balance or a pass-through rate and is entitled to receive the “Class P Distributable Amount.”

(5)

For purposes of the REMIC provisions, the Class A-R-II Certificate represents ownership of the Class LT-R Interest, which is the sole classes of residual interest in the Lower-Tier REMIC and does not have a principal balance or a pass-through rate.

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 on the basis of an assumed 360-day year consisting of twelve 30-day months.

“ 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.

“ Accepted Master Servicing Practices ”: With respect to any Mortgage Loan, as applicable, either (x) 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), or (y) as provided in the Servicing Agreement, to the extent applicable to the Servicer, but in no event below the standard set forth in clause (x).

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

“ Accrual Period ”: With respect to each Distribution Date and the Certificates and any Class of Lower-Tier Interests, the calendar month prior to the month of that Distribution Date. Interest will be calculated on the assumption that each month has 30 days and each year has 360 days.

“ Advance ”: With respect to any Distribution Date and any Mortgage Loan or REO Property, any advance made by the Master Servicer pursuant to Section 7.02.

“ 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 August 1, 2005, as amended, supplemented and otherwise modified from time to time.

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

“ Apportioned Principal Balance ”: As to any Class of Subordinate Certificates, any 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).

“ 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 any 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 related Servicer pursuant to the related 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 related 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, (h) the Termination Price allocated to such Loan Group on the Distribution Date on which the Trust is terminated and (i) with respect to the Distribution Date in October 2005, an amount equal to $54,723, to be deposited into the Collection Account by the Depositor; minus (ii) the sum of (v) the Expense Fees for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (w) amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in that Loan Group and other amounts as to which the related Servicer, the Securities Administrator, the Master Servicer, the Trustee and the Custodian are entitled to be reimbursed pursuant to Section 4.03, (x) the amount payable to the Trustee, the Master Servicer, the Securities Administrator and the Custodian pursuant to Sections 3.26(b), 3.27(c) and 8.05 hereof 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, (y) 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.

“ 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 Texas, the State of New York, the Commonwealth of Massachusetts 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, Residual Certificate or Class P Certificate.

“ Certificate Notional Balance ”: With respect to any Distribution Date and the Class X Certificates, the product of (x) the aggregate Stated Principal Balance, as of the second preceding Due Date (after giving effect to Scheduled Payments for that Due Date, whether or not received), or for the initial Distribution Date, as of the Cut-off Date, of the Non-Discount Mortgage Loans with respect to each Loan Group (excluding any Special Payoff Mortgage Loans); and (y) a fraction, the numerator of which is the weighted average of the related Stripped Interest Rates for the Non-Discount Mortgage Loans with respect to each Loan Group as of such date (excluding any Special Payoff Mortgage Loans) (weighted on the basis of the Stated Principal Balance of the Non-Discount Mortgage Loans in such Loan Groups as calculated in paragraph (x) above) and the denominator of which is 6.000%.

“ Certificate 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 (other than Class P, Class A-R-II and Class X) 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. Wells Fargo Bank, N.A. will act as Certificate Registrar, on behalf of the Trustee, for so long as it is the Securities Administrator under this Agreement.

“ 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 1-A Certificate ”: Any of the Class 1-A Certificates as designated on the face thereof, executed by the Securities Administrator 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 2-A-1 Certificate ”: Any of the Class 2-A-1 Certificates as designated on the face thereof, executed by the Securities Administrator 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 2-A-2 Certificate ”: Any of the Class 2-A-2 Certificates as designated on the face thereof, executed by the Securities Administrator 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 2-A-3 Certificate ”: Any of the Class 2-A-3 Certificates as designated on the face thereof, executed by the Securities Administrator 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 3-A Certificate ”: Any of the Class 3-A Certificates as designated on the face thereof, executed by the Securities Administrator 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 4-A Certificate ”: Any of the Class 4-A Certificates as designated on the face thereof, executed by the Securities Administrator 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 5-A Certificate ”: Any of the Class 5-A Certificates as designated on the face thereof, executed by the Securities Administrator 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 A-R Certificate ”: The Class A-R Certificate as designated on the face thereof executed by the Securities Administrator 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 Upper-Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“ Class A-R-II Certificate ”: The Class A-R-II Certificate as designated on the face thereof executed by the Securities Administrator 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 B-1 Certificate ”: Any of the Class B-1 Certificates as designated on the face thereof, executed by the Securities Administrator 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 B-2 Certificate ”: Any of the Class B-2 Certificates as designated on the face thereof, executed by the Securities Administrator 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 B-3 Certificate ”: Any of the Class B-3 Certificates as designated on the face thereof, executed by the Securities Administrator 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 B-4 Certificate ”: Any of the Class B-4 Certificates as designated on the face thereof, executed by the Securities Administrator 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 B-5 Certificate ”: Any of the Class B-5 Certificates as designated on the face thereof, executed by the Securities Administrator 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 B-6 Certificate ”: Any of the Class B-6 Certificates as designated on the face thereof, executed by the Securities Administrator 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 Certificate Principal Balance ”: As to any Distribution Date, with respect to any Class of Certificates (other than the Class X, Class P and Class A-R-II Certificates), the Original Class Certificate Principal Balance as reduced by the sum of (x) all amounts actually distributed in respect of principal of that Class on all prior Distribution Dates, (y) all Realized Losses, if any, actually allocated to that Class on all prior Distribution Dates and (z) in the case of any Class of Subordinate Certificates, (i) any amounts allocated to that Class in reduction of its Class Certificate Principal Balance for payment of PO Deferred Amounts and (ii) any applicable Writedown Amount; provided , however , that pursuant to Section 5.08, the Class Certificate Principal Balance of a Class of Certificates (other than the Class PO Certificates) may be increased up to the amount of Realized Losses previously allocated to such Class, in the event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any individual Certificate of such Class will be increased by its pro rata share of the increase to such Class; provided, further, that any distributions to any Class of Certificates pursuant to Section 5.01(iv) or Section 5.08(b) will not reduce the Class Certificate Principal Balance of such Class.

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

“ Class P Certificate ”: The Class P Certificate as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit D, evidencing the ownership of the Class P Distributable Amount. The Class P Certificate represents an interest in the Trust Fund, but does not represent an interest in any REMIC created hereunder.

“ Class P Distributable Amount ”: With respect to each Distribution Date, all Prepayment Penalty Amounts in respect of Class P Mortgage Loans received by the Master Servicer for the related Prepayment Period.

“Class P Mortgage Loan” : Any Mortgage Loan with respect to which prepayment penalties are required to be paid in accordance with the terms of the related Mortgage Note.

“ Class PO Certificate ”: Any of the Class PO Certificates as designated on the face thereof, executed by the Securities Administrator 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 Upper Tier 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.

“ Class X Certificate ”: Any of the Class X Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, 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.

“ 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.

“ CMC ”: Central Mortgage Company, and its successors and assigns in its capacity as servicer of the CMC Mortgage Loans.

“ CMC Mortgage Loans ”: The Mortgage Loans for which CMC is listed as “Servicer” on the Mortgage Loan Schedule.

“ CMC Purchase Agreement ”: The Servicing Agreement, dated as of August 1, 2005, between GCFP, as owner, and CMC, as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the CMC Mortgage Loans.

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

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

“ Compensating Interest Payment ”: With respect to any Distribution Date and the Master Servicer, 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 such Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, exceeds (y) the aggregate amount actually paid by such Servicer in respect of such shortfalls; provided, that the aggregate of such amounts for each Servicer, to the extent payable by the Master Servicer, shall not exceed the aggregate Master Servicing Compensation that would be payable to the Master Servicer in respect of such Distribution Date without giving effect to any Compensating Interest Payments.

“ Cooperative Corporation ”: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

“ Cooperative Loan ”: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

“ Cooperative Loan Documents ”: As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original or a copy of the executed Security Agreement; (iii) the original or a copy of the executed Proprietary Lease and the original assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and, if available, the original assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC amendments (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).

“ Cooperative Property ”: The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

“ Cooperative Shares ”: Shares issued by a Cooperative Corporation.

“ Cooperative Unit ”: A single family dwelling located in a Cooperative Property.

“ 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 One Federal Street, Boston, Massachusetts, 02110 Attention: RBSGC 2005-A, 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, RBSGC Mortgage Loan Trust 2005-A.

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

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

“ 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).

“ 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.

“ 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 related Servicing Agreement, on which the related Servicer determines the amount of all funds required to be remitted to the Master Servicer on the Servicer Remittance Date with respect to the Mortgage Loans.

“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.

“ Discount Mortgage Loan ”: With respect to any Loan Group, each Mortgage Loan in that Loan Group having a Net Loan Rate less than the Required Coupon for that Loan Group.

“ 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 and for the benefit of the Securities Administrator, as Paying Agent for the Trustee, and the Certificateholders and designated “Distribution Account, U.S. Bank National Association, as Trustee, in trust for the registered Certificateholders of RBSGC Mortgage Loan Trust 2005-A, Mortgage Loan Pass-Through Certificates, Series 2005-A” 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 25th 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 5.03(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.

“ E-Loan ”: E-Loan, Inc., and its successors and assigns, in its capacity as Originator of the E-Loan Mortgage Loans.

“ E-Loan Mortgage Loans ”: The Mortgage Loans for which E-Loan is listed as “Originator” on the Mortgage Loan Schedule.

“ E-Loan Purchase Agreement ”: The Master Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of May 1, 2004, between GMAC, as purchaser, and E-Loan, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the E-Loan Mortgage Loans.

“ 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 each 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 each 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; or

(iv)

an account otherwise acceptable to each Rating Agency without reduction or withdrawal of its then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest.

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

“ ERISA-Restricted Certificates ”: The Class B-4, Class B-5, Class B-6, Class A-R and Class A-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.

“ Expense Fee ” With respect to any Mortgage Loan, the sum of (i) the Servicing Fee with respect to the related Servicer and (ii) with respect to any Lender-Paid Mortgage Insurance Loan, the Lender-Paid Mortgage Insurance Fee.

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

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

“ Final Recovery Determination ”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller pursuant to or as contemplated by Sections 2.03 and 10.01), a determination made by the related Servicer, and reported to the Master Servicer, that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which such Servicer expects to be finally recoverable in respect thereof have been so recovered.

“ FNBN ”: First National Bank of Nevada, and its successors and assigns in its capacity as Originator of the FNBN Mortgage Loans.

“ FNBN Mortgage Loans ”: The Mortgage Loans for which FNBN is listed as “Originator” on the Mortgage Loan Schedule.

“ FNBN Purchase Agreement ”: The Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2004, between GCFP, as purchaser, and FNBN, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the FNBN Mortgage Loans.

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

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

“ GMAC ”: GMAC Mortgage Corporation, as servicer of the GMAC Mortgage Loans as set forth and as individually defined in the Mortgage Loan Schedule hereto and its successors and assigns.

“ GreenPoint ”: GreenPoint Mortgage Funding, Inc. and its successors and assigns in its capacity as Originator of the GreenPoint Mortgage Loans.

“ GreenPoint Mortgage Loans ”: The Mortgage Loans for which GreenPoint is listed as “Originator” on the Mortgage Loan Schedule.

“ GreenPoint Purchase Agreement ”: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2004, between GCFP, as purchaser, and GreenPoint, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the GreenPoint Mortgage Loans.

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

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

“Group 2 Priority Percentage” : For any Distribution Date, the lesser of (a) 100% and (b) the Class Certificate Principal Balance of the Class 2-A-1 Certificates divided by the aggregate Stated Principal Balance of the Group 2 Mortgage Loans (less the applicable PO Percentage of each Discount Mortgage Loan in Loan Group 2), in each case immediately prior to any allocations of losses or distributions on that Distribution Date.

“Group 2 Prepayment Shift Percentage” : For any Distribution Date, the percentage indicated below:

DISTRIBUTION DATE OCCURRING IN	GROUP 2 PREPAYMENT SHIFT PERCENTAGE

October 2005 through September 2010	0%
October 2010 through September 2011	30%
October 2011 through September 2012	40%
October 2012 through September 2013	60%
October 2013 through September 2014	80%
October 2014 and thereafter	100%

“Group 2 Priority Amount” : For any Distribution Date, the sum of (i) the product of (a) the aggregate of each of the amounts referred to in clauses (a), (b) and (c) in the definition “Principal Distribution Amount” related to the Group 2 Certificates multiplied by (b) the Group 2 Shift Percentage and multiplied by (c) the Group 2 Priority Percentage and (ii) the product of (a) the aggregate of each of the amounts referred to in clauses (d), (e), (f), (g) and (h) of the definition “Principal Distribution Amount” related to the Group 2 Certificates multiplied by (b) the Group 2 Prepayment Shift Percentage and multiplied by (c) the Group 2 Priority Percentage.

“Group 2 Shift Percentage”: For any distribution up to but not including the Distribution Date in October 2010, 0%, and for any Distribution Date on and after the Distribution Date in October 2010, 100%.

“ Group 3 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 4 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 5 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group PO Principal Distribution Amount ”: With respect to Loan Group 1 and Loan Group 2 and any Distribution Date, the sum of (a) the applicable PO Percentage of each scheduled payment of principal collected or advanced on the related Mortgage Loans by the related Servicer or the Master Servicer in respect of the related Due Period, (b) the applicable PO Percentage of that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan in that Loan Group, deposited to the Distribution Account during the related Prepayment Period, (c) the applicable PO Percentage of the principal portion of any related Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period, (d) the applicable PO Percentage of the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that Loan Group that are not yet Liquidated Mortgage Loans, (e) the applicable PO Percentage of the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Group, (f) the applicable PO Percentage of all Principal Prepayments in part or in full on Mortgage Loans in that Loan Group applied by the related Servicer or the Master Servicer during the related Prepayment Period, (g) the applicable PO Percentage of all Recoveries related to that Loan Group 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, the applicable PO Percentage of that portion of the Termination Price in respect of principal for that Loan Group.

“ Indemnified Persons ”: The Trustee, the Master Servicer, the Depositor, the Securities Administrator and the Custodian and their 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.

“ Initial Certificate Principal Balance ”: With respect to any Certificate other than the Class P, Class A-R-II and Class X Certificates, the amount designated “Initial Certificate Principal Balance” on the face thereof.

“ Initial Certificate Notional Balance ”: With respect to the Class X Certificates, the amount designated “Initial Certificate Notional 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.

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

“ 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; and

(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.

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

“ Lender-Paid Mortgage Insurance Loan ”: Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

“ Lender-Paid Mortgage Insurance Fee ”: As to any Distribution Date and each Lender Paid Mortgage Insurance Mortgage Loan, an amount equal to the product of the Lender-Paid Mortgage Insurance Fee Rate and the outstanding Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

“ Lender-Paid Mortgage Insurance Fee Rate ”: For each Lender-Paid Mortgage Insurance Loan and any Distribution Date, the per annum rate required to be paid in connection with the related lender-paid mortgage insurance policy for such Mortgage Loan on such Distribution Date.

“ 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 ”: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, 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 Group 3 ”: At any time, the Group 3 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Group 4 ”: At any time, the Group 4 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Group 5 ”: At any time, the Group 5 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 Seller 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.

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

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

“ Master Servicing Compensation ”: All investment earnings on amounts on deposit in the Distribution Account.

“ 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 Certificates (other than the Class A-R-II and Class P Certificates) and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Class Certificate Principal Balance or Class Certificate Notional Balance, as applicable, immediately prior to that Distribution Date; 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 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 related Servicer pursuant to the applicable provisions of the related 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 ”: 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 (including Cooperative Loans) transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) 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 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)

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

(xi)

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

(xii)

the stated maturity date;

(xiii)

the Servicing Fee Rate, if any;

(xiv)

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

(xv)

the original principal balance of the Mortgage Loan;

(xvi)

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);

(xvii)

the Value of the Mortgaged Property;

(xviii)

the sale price of the Mortgaged Property, if applicable;

(xix)

the product code;

(xx)

whether the Mortgage Loan is a Lender-Paid Mortgage Insurance Loan;

(xxi)

the Servicer that is servicing each Mortgage Loan and the Originator of each Mortgage Loan;

(xxii)

the respective Loan Group;

(xxiii)

[reserved]; and

(xxiv)

whether the Mortgage Loan is a Class P Mortgage Loan.

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.

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 and by Loan Group 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 ”: Either of (x) 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, or (y) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.

“ Mortgagor ”: The obligor on a Mortgage Note.

“ National City ”: National City Mortgage Co., and its successors and assigns in its capacity as Originator of the National City Mortgage Loans.

“ National City Mortgage Loans ”: The Mortgage Loans for which National City is listed as “Originator” on the Mortgage Loan Schedule.

“ National City Purchase Agreement ”: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of July 1, 2003, between GCFP, as purchaser, and National City, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the National City Mortgage Loans.

“ 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 Servicers under the related Servicing Agreements 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, related Servicing Advances, the related Servicing Fees 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, if applicable, the Lender Paid Mortgage Insurance Rate. For purposes of determining whether any Qualified Substitute Mortgage Loan is a Discount Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating the applicable PO Percentage and applicable Non-PO Percentage, each Qualified Substitute Mortgage Loan shall be deemed to have a Net Loan Rate equal to the Net Loan Rate of the Deleted Mortgage Loan for which it is substituted.

“ 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.

“ 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.

“ Non-Discount Mortgage Loan ”: With respect to any Loan Group, each Mortgage Loan in such Loan Group having a Net Loan Rate equal to or in excess of the Required Coupon for such Loan Group.

“ Non-PO Loan Group Balance ”: As to each Loan Group, “the aggregate of the Stated Principal Balances of the Mortgage Loans in such Loan Group (other than any Discount Mortgage Loans in that Loan Group) that were Outstanding Mortgage Loans at the time of determination.”

“ Non-PO Percentage ”: As to any Mortgage Loan in Loan Group 1 or Loan Group 2 (a) that is a Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Net Loan Rate of such Discount Mortgage Loan and the denominator of which is the related Required Coupon and (b) that is a Non-Discount Mortgage Loan, 100%.

“ Non-PO Recoveries ”: For each Distribution Date and Loan Group, the excess of (i) the amount of Recoveries for such Loan Group for such Distribution Date over (ii) the amount of PO Recoveries for such Loan Group for such Distribution Date.

“ Officers’ Certificate ”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), 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 B-1	7.25%
Class B-2	4.00%
Class B-3	2.60%
Class B-4	1.80%
Class B-5	1.00%
Class B-6	0.40%

“ Original Class Certificate Principal Balance ”: With respect to each Class of Certificates, other than the Class X, Class P and Class A-R-II 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 ”: Each of FNBN, GMAC, Pinnacle, E-Loan, PHH, GreenPoint, UBSRES and National City, in its capacity as originator or as seller according to the terms of the related Servicing Agreement or Purchase Agreement, as applicable.

“ 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 Amount ”: As to each Distribution Date and any Loan Group, the excess of (i) the aggregate Non-PO Loan Group Balance of that Loan Group over (ii) the aggregate Class Principal Certificate Balance of the Senior Certificates (other than the Class PO Certificates) related to that Loan Group.

“ 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 PO and Class A-R-II Certificates) and any Distribution Date, the rate set forth below:

(i)

The Pass-Through Rate for the Class 1-A Certificates shall be equal to 5.500% per annum;

(ii)

The Pass-Through Rate for the Class 2-A-1 Certificates shall be equal to 5.750% per annum;

(iii)

The Pass-Through Rate for the Class A-R Certificates shall be equal to the 5.750% per annum;

(iv)

The Pass-Through Rate for the Class 2-A-1 Certificates shall be equal to 5.750% per annum;

(v)

The Pass-Through Rate for the Class 2-A-2 Certificates shall be equal to 5.750% per annum;

(vi)

The Pass-Through Rate for the Class 2-A-3 Certificates shall be equal to 5.750% per annum;

(vii)

The Pass-Through Rate for the Class 3-A Certificates shall be equal to 6.000% per annum;

(viii)

The Pass-Through Rate for the Class 4-A Certificates shall be equal to 6.000% per annum;

(ix)

The Pass-Through Rate for the Class 5-A Certificates shall be equal to 7.000% per annum;

(x)

The Pass-Through Rate for the Class X Certificates shall be equal to 6.000% per annum; and

(xi)

The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be equal to the weighted average of the Required Coupons for each Loan Group, weighted based on the Subordinate Component for each Loan Group.

“ Paying Agent ”: Any paying agent appointed pursuant to Section 6.05 hereof. The initial Paying Agent shall be Wells Fargo Bank, N.A., for so long as it is acting as Securities Administrator under this Agreement.

“ Payoff ”: Any payment of principal on a Mortgage Loan equal to the entire outstanding Stated Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment-in-full.

“ Percentage Interest ”: With respect to any Certificate other than a Class P, Class A-R or Class A-R-II Certificate, a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance or Initial Certificate Notional Balance, as applicable, represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance or Initial Certificate Notional Balance, as applicable, of the related Class. With respect to the Class P, Class A-R and Class A-R-II 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 Trustee, the Master Servicer 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 each Rating Agency and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(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 or higher by each Rating Agency;

(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 each 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 each 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 each 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 each 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.

“ PHH ”: PHH Mortgage Corporation, and its successors and assigns in its capacity as Originator of the PHH Mortgage Loans.

“ PHH Mortgage Loans ”: The Mortgage Loans for which PHH is listed as “Originator” on the Mortgage Loan Schedule.

“ PHH Purchase Agreement ”: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of September 1, 2004, between GCFP, as purchaser, and Cendant Mortgage Corporation and Bishop’s Gate Residential Mortgage Trust, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the PHH Mortgage Loans.

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

“ Pinnacle ”: Pinnacle Financial Corporation, and its successors and assigns in its capacity as Originator of the Pinnacle Mortgage Loans.

“ Pinnacle Mortgage Loans ”: The Mortgage Loans for which Pinnacle is listed as “Originator” on the Mortgage Loan Schedule.

“ Pinnacle Purchase Agreement ”: The Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of August 27, 2003, between GCFP, as purchaser, and Pinnacle, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Pinnacle Mortgage Loans.

“ PO Deferred Amount ”: With respect to any Distribution Date on or prior to the Senior Credit Support Depletion Date, the sum of (1) the applicable PO Percentage of the principal portion of Realized Losses on each Discount Mortgage Loan in Loan Group 1 and Loan Group 2 allocated to the Class PO Certificates on that date and (2) all amounts previously allocated to the Class PO Certificates in respect of those losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the Senior Credit Support Depletion Date, the PO Deferred Amount shall be zero.

“ PO Percentage ”: With respect to any Discount Loan, 100% minus the Non-PO Percentage for that Discount Loan, and with respect to any Non-Discount Loan, 0%.

“ PO Recovery ”: With respect to Recoveries on Discount Loans, any Distribution Date and the Class PO Certificates, an amount equal to the lesser of (a) the PO Percentage of each Recovery on each Discount Loan in Loan Group 1 and Loan Group 2 and (b) the PO Deferred Amount for that Distribution Date.

“ 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.

“ 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 and retained by the Servicer during the immediately preceding Prepayment Period, 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. 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 Loan Group that is an Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of the Senior Certificates (other than the Class PO Certificates) related to such Undercollateralized Group immediately prior to such Distribution Date over the Non-PO Loan Group Balance of such Loan Group immediately prior to such Distribution Date.

“Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, the sum of (a) the applicable Non-PO Percentage of each scheduled payment of principal collected or advanced on the related Mortgage Loans by the related Servicer in respect of the related Due Period, (b) the applicable Non-PO Percentage of portion of the Purchase Price, representing principal of any repurchased Mortgage Loan in that Loan Group, deposited to the Distribution Account during the related Prepayment Period, (c) the applicable Non-PO Percentage of the principal portion of any related Substitution Adjustments with respect to that Loan Group deposited in the Distribution Account during the related Prepayment Period, (d) the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that Loan Group that are not yet Liquidated Mortgage Loans, (e) the applicable Non-PO Percentage of the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Group, (f) the applicable Non-PO Percentage of Principal Prepayments in part or in full on Mortgage Loans in that Loan Group applied by the related Servicer during the related Prepayment Period, (g) the applicable Non-PO Percentage of all Recoveries related to that Loan Group 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, the applicable Non-PO Percentage of the portion of the Termination Price in respect of principal for that Loan Group.

“ 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 B-4, Class B-5, Class B-6, Class P and Class A-R-II Certificates.

“ Private Placement Memorandum ”: The Private Placement Memorandum dated September 30, 2005 relating to the initial sale of the Class B-4, Class B-5 and Class B-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.

“ Proprietary Lease ”: With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

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

“ Prospectus Supplement ”: The Prospectus Supplement dated September 28, 2005 relating to the initial sale of the Senior Certificates and the Class B-1, Class B-2 and Class B-3 Certificates.

“ Purchase Agreement ”: Each of the CMC Purchase Agreement, E-Loan Purchase Agreement, FNBN Purchase Agreement, GreenPoint Purchase Agreement, National City Purchase Agreement, PHH Purchase Agreement, Pinnacle Purchase Agreement and UBSRES Purchase Agreement, as applicable.

“ Purchase Price ”: With respect to any Mortgage Loan or REO Property to be purchased 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 related 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 related 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 remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (iii) be current as of the date of substitution, (iv) 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, (v) have been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (vi) is of the same or better credit quality as the Deleted Mortgage Loan, (vii) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan and (viii) have a Loan Rate not less than the Loan Rate of 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 (ii) hereof shall be determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio described in clause (iv) 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 (vii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. Any Mortgage Loan substituted for a Discount Mortgage Loan shall for all purposes of this Agreement be treated as having the same interest rate as the Mortgage Loan it replaced, except that any excess interest shall be paid to the Class X Certificates.

“ Rating Agency ”: 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.

“ Recognition Agreement ”: With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.

“ Reconstitution Agreement s”: The CMC Reconstitution Agreement, the PHH Reconstitution Agreement, the GreenPoint Reconstitution Agreement, the GMAC (UBS) Reconstitution Agreement, the GMAC (GMAC) Reconstitution Agreement, the GMAC (GCFP) Reconstitution Agreement, the National City Reconstitution Agreement and the Wells Fargo Reconstitution Agreement, as applicable.

“ Record Date ”: With respect to each Distribution Date (other than the initial Distribution Date), the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. With respect to the initial Distribution Date, the Closing Date.

“ 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.

“ Regular Certificate ”: Any Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 3-A, Class 4-A, Class 5-A, Class X, Class PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificate, as applicable.

“ 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.

“ Relief Act ”: The Servicemembers Civil Relief Act, as amended, or any similar state or local 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 Subchapter M of Chapter 1 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 related Servicing Agreement in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the related Servicer pursuant to the applicable provisions of the related Servicing Agreement for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.

“ REO Property ”: A Mortgaged Property acquired by a Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of the related Servicing Agreement.

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

“ Required Coupon ”: With respect to Loan Group 1, 5.500% per annum. With respect to Loan Group 2, 5.750% per annum. With respect to Loan Group 3, 6.000% per annum. With respect to Loan Group 4, 6.000% per annum. With respect to Loan Group 5, 7.000% per annum.

“ 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 Certificate ”: Each of the Class A-R and the Class A-R-II Certificate.

“ Responsible Officer ”: When used with respect to the Trustee or any director, the President, any vice president, any assistant vice president, 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 Classes ”: As defined in Section 5.01(d).

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

“ 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, Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

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

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

“ Security Agreement ”: With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.

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

“ Senior Certificate ”: Any one of the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 3-A, Class 4-A, Class 5-A, Class X, Class PO or Class A-R Certificates, as applicable.

“ Senior Certificate Group ”: Any of (a) the Class 1-A Certificates with respect to Loan Group 1, (b) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class A-R Certificates with respect to Loan Group 2, (c) the Class 3-A Certificates with respect to Loan Group 3, (d) the Class 4-A Certificates with respect to Loan Group 4 and (e) the Class 5-A Certificates with respect to Loan Group 5.

“ 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 Percentage ”: With respect to each Loan Group and 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 Senior Certificates (other than the Class PO Certificates) relating to that Loan Group immediately prior to such Distribution Date and the denominator of which is the Non-PO Loan Group Balance in the related Loan Group for such Distribution Date; provided, however , that on any Distribution Date after a Senior Termination Date has occurred with respect to the Senior Certificates related to a Loan Group, the Senior Percentage for the related Loan Group will be equal to 0% and; provided, further , that on any Distribution Date after a Senior Termination Date has occurred with respect to the Senior Certificates related to four Loan Groups, the Senior Percentage of the Loan Group related to the remaining Senior Certificates (other than the Class PO Certificates) is the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Certificate Principal Balances of the remaining Class or Classes of Senior Certificates (other than the Class PO Certificates) immediately prior to such date and the denominator of which is the aggregate of the Class Certificate Principal Balances of all Classes of Certificates (other than the Class PO Certificates) immediately prior to such date.

“ Senior Prepayment Percentage ”: With respect to each Loan Group and any Distribution Date before the Distribution Date in October 2010, 100%. Except as provided herein, the Senior Prepayment Percentage for each Loan Group for any Distribution Date occurring on or after the tenth anniversary of the first Distribution Date will be as follows: (i) from October 2010 through October 2011, the related Senior Percentage plus 70% of the related Subordinate Percentage for that Distribution Date; (ii) from October 2011 through October 2012, the related Senior Percentage plus 60% of the related Subordinate Percentage for that Distribution Date; (iii) from October 2012 through October 2013, the related Senior Percentage plus 40% of the related Subordinate Percentage for that Distribution Date; (iv) from October 2013 through October 2014, the related Senior Percentage plus 20% of the related Subordinate Percentage for that Distribution Date; and (v) from and after October 2014, the related Senior Percentage for that Distribution Date; provided, however, that there shall be no reduction in the Senior Prepayment Percentage for any Loan Group unless the Step Down Conditions are satisfied; and provided, further , that if on any Distribution Date occurring on or after the Distribution Date in October 2010, the Senior Percentage for any Loan Group exceeds the initial Senior Percentage for such Loan Group, the related Senior Prepayment Percentage for that Distribution Date will again equal 100%.

“ Senior Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, the sum of:

(1)

the related Senior Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Distribution Amount” with respect to such Loan Group for that Distribution Date;

(2)

with respect to each Mortgage Loan in that Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period, the lesser of

(x)

the Non-PO Percentage of the related Senior Percentage of the Stated Principal Balance of that Mortgage Loan; and

(y)

the Non-PO Percentage of the related Senior Prepayment Percentage of the amount of the Net Liquidation Proceeds allocable to principal received with respect to that Mortgage Loan,

(3)

the related Senior Prepayment Percentage of the amounts described in clauses (f) and (g) of the definition of “Principal Distribution Amount” with respect to such Loan Group.

“ 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 (other than the Class PO Certificates) is reduced to zero.

“ Servicer ”: CMC, PHH, GreenPoint, GMAC, National City and Wells Fargo, each as the applicable servicer of the Mortgage Loans as set forth and as individually defined in the Mortgage Loan Schedule hereto and any successors thereto.

“ Servicer Remittance Date ”: For each Servicer, the “Remittance Date” defined in the related Servicing Agreement.

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

“ Servicing Addendum ”: As defined in the related Servicing Agreement, as applicable.

“ Servicing Advances ”: With respect to the Master Servicer and the Servicer, all customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Master Servicer or the Servicer in the performance of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Article III hereof or the Servicing Agreement.

“ Servicing Agreement”: Each of:

(i) The CMC Purchase Agreement as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and CMC, as servicer, as set forth in Exhibit M hereto, 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 ;

(ii) The PHH Purchase Agreement as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and PHH, as servicer, as set forth in Exhibit M hereto, 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;

(iii) The Servicing Agreement dated as of July 1, 2002, as amended, by and between UBSRES and Wells Fargo, as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP, as owner, and Wells Fargo, as servicer, as set forth in Exhibit M hereto 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;

(iv) The National City Purchase Agreement as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and National City, as servicer, as set forth in Exhibit M hereto 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;

(v) The GreenPoint Purchase Agreement as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and GreenPoint, as servicer, as set forth in Exhibit M hereto 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;

(vi) The Master Interim Servicing Agreement between GCFP and GMAC, dated as of March 26, 2003, as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and GMAC, as servicer, as set forth in Exhibit M hereto 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;

(vii) The Master Flow Sale and Servicing Agreement, dated as of May 1, 2002 (Adjustable Rate Conventional Mortgage Loans, Group No. 2002-NC3) between GCFP and GMAC, as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and GMAC, as servicer, as set forth in Exhibit M hereto 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; and

(viii) The UBSRES Purchase Agreement as reconstituted by the Reconstituted Servicing Agreement dated September 1, 2005, between GCFP and GMAC, as servicer, as set forth in Exhibit M hereto 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 each Servicer and each Mortgage Loan serviced by the related Servicer and for any calendar month, the fee payable to the related Servicer determined pursuant to the related 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 or a 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 a Servicing Agreement, to terminate the related Servicer as servicer of such Mortgage Loan, with or without cause, subject to Section 3.03 of this Agreement; (b) the right, under a Servicing Agreement, to transfer the Servicing Rights and/or all servicing obligations with respect to such Mortgage Loan, subject to Section 3.03 of this Agreement; (c) the right to receive the Servicing Fee, less an amount to be retained by the related Servicer as its servicing compensation as agreed to by the Servicing Rights Owner and the related Servicer, subject to Section 3.03 of this Agreement and (d) all powers and privileges incident to any of the foregoing.

“ Servicing Rights Owner ”: With respect to the Mortgage Loans, GCFP or any successor or assign of GCFP.

“ Special Payoff Mortgage Loan ”: With respect to any Distribution Date, any Mortgage Loan (i) that was subject to a Payoff in the month preceding the month of such Distribution Date and (ii) the principal of which was distributed on the Distribution Date immediately preceding such Distribution Date.

“ 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 Cut-Off Date Principal Balance of such Mortgage Loan 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 and (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 (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. 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 Conditions ”: As of the first Distribution Date as to which any decrease in any Senior Prepayment Percentage applies and each Loan Group, (i) the outstanding Principal Balance of all Mortgage Loans in such Loan Group 60 days or more Delinquent (including related Mortgage Loans in REO and foreclosure) (averaged over the preceding six month period), as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates related to such Loan Group on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans in such Loan Group do not exceed:

for any Distribution Date on or after the tenth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the related Subordinate Certificates as of the Closing Date,

for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the related Subordinate Certificates as of the Closing Date,

for any Distribution Date on or after the twelfth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the related Subordinate Certificates as of the Closing Date,

for any Distribution Date on or after the thirteenth anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the related Subordinate Certificates as of the Closing Date, and

for any Distribution Date on or after the fourteenth anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the related Subordinate Certificates as of the Closing Date.

“ Stripped Interest Rate ”: For any Mortgage Loan and any Loan Group, the excess, if any, of the net loan rate of such Mortgage Loan over the Required Coupon for such Loan Group.

“ Subordinate Certificate ”: Any one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-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 Pass-Through Rate for such Class 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 related Non-PO Loan Group Balance for such Distribution Date over the aggregate Class Certificate Principal Balance of the related Senior Certificate Group (other than the Class PO Certificates) immediately preceding such Distribution Date. The designation “1”, “2”, “3”, “4” and “5” appearing after the corresponding Loan Group designation is used to indicate a Subordinate Component allocable to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, respectively.

“ Subordinate Percentage ”: With respect to each Loan Group and any Distribution Date, the difference between 100% and the related Senior Percentage for such Loan Group and Distribution Date.

“ Subordinate Prepayment Percentage ”: With respect to each Loan Group and any Distribution Date, the difference between 100% and the related Senior Prepayment Percentage for such Distribution Date.

“ Subordinate Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, an amount equal to the sum of:

(1)

the related Subordinate Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Distribution Amount” for that Loan Group and Distribution Date;

(2)

with respect to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period, the applicable Non-PO Percentage of the amount of the Net Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (2) of the definition of “Senior Principal Distribution Amount” for that Loan Group and Distribution Date, up to the applicable Non-PO Percentage of the related Subordinate Percentage of the Stated Principal Balance of such Mortgage Loan; and

(3)

the related Subordinated Prepayment Percentage of all amounts described in clause (f) of the definition of “Principal Distribution Amount” for such Loan Group and Distribution Date;

provided, however , that on any Distribution Date occurring after a Senior Termination Date has occurred with respect to the Senior Certificates (other than the Class PO Certificates) related to four Loan Groups, the Subordinate Principal Distribution Amount will not be calculated by Loan Group but will equal the amount calculated pursuant to the formula set forth above based on the applicable Subordinate Percentage or Subordinate Prepayment Percentage, as applicable, for such Distribution Date with respect to all the Non-Discount Mortgage Loans rather than the Non-Discount Mortgage Loans in the related Loan Group only.

“ 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.

“ Trust ”: RBSGC Mortgage Loan Trust 2005-A, 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; and (vi) all right, title and interest of the Seller in and to the Servicing Agreement. 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 ”: U.S. Bank National Association, its successors and assigns, or any successor trustee appointed as provided herein.

“ UBSRES ”: UBS Real Estate Securities Inc. and its successors and assigns in its capacity as seller of the UBSRES Mortgage Loans.

“ UBSRES Mortgage Loans ”: The Mortgage Loans for which UBSRES is listed as “Seller” on the Mortgage Loan Schedule.

“ UBSRES Purchase Agreement ”: The Master Seller’s Purchase and Warranties Agreement, dated as of February 1, 2005, between GCFP, as purchaser, and UBSRES, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the UBSRES Mortgage Loans.

“ Undercollateralized Group ”: With respect to any Distribution Date and Loan Group or Loan Groups, as applicable, as to which the aggregate Class Certificate Principal Balance of the related classes of Senior Certificates (other than the Class PO Certificates), after giving effect to distributions pursuant to Section 5.01(a) on such date, is greater than the Non-PO Loan Group Balance of the related Loan Group or Loan Groups 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 Certificates (other than the Class PO 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. 97% of the voting rights shall be allocated among the Classes of Regular Certificates (other than the Class X, Class P, Class A-R and Class A-R-II 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, 1% of the voting rights shall be allocated to the Class X Certificates, 1% of the voting rights shall be allocated to the Class P Certificate and 1% of the voting rights shall be allocated to the Class A-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 A-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 or Certificate Notional Balance, as applicable, of each Certificate of such Class and the denominator of which is the Class Certificate Principal Balance or Class Certificate Notional Balance, as applicable, 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 their affiliates shall not be included in the calculation of Voting Rights. No voting rights shall be allocated to the Class A-R-II Certificate.

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

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 .

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (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 after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates.

Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges 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 related Servicing Rights with respect to the Mortgage Loans.

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 each 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 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.

In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint Deutsche Bank National Trust Company, as Custodian, and (ii) 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 U.S. Bank National Association, as Trustee for RBSGC Mortgage Loan Trust 2005-A, Mortgage Loan Pass-Through Certificates, Series 2005-A, 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, or stamp certified by, 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 in blank to “U.S. Bank National Association, as Trustee for RBSGC Mortgage Loan Trust 2005-A, Mortgage Loan Pass-Through Certificates, Series 2005-A, 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 to the Trustee and the Custodian at the Seller’s expense) acceptable to the Trustee (as the Trustee shall notify the Custodian) 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, if any; and

(viii)

with respect to any Cooperative Loan, the Cooperative Loan Documents.

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or shall cause the related Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer and the Trustee, such actions as are necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with the transfer of such Mortgage Loans to the RBSGC Mortgage Loan Trust 2005-A.

With respect to each Cooperative Loan the Seller, on behalf of the Depositor does hereby deliver to the Trustee the related Cooperative Loan Documents and the Seller will take (or cause the related Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer and the Trustee, such actions as are necessary under applicable law (including but not limited to the relevant UCC) in order to perfect the interest of the Trustee in the related Mortgaged Property.

Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan (other than a Cooperative 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, each 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), the Seller shall properly record (or the Seller will cause the related Servicer to properly record), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer and the Trustee (or the Custodian on behalf of the Trustee), in each public recording office where the related Mortgages are recorded, each assignment referred to in Section 2.01(v) above with respect to a Mortgage Loan that is not a MERS Mortgage Loan.

The Custodian, on behalf of 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 for each Mortgage Loan (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto.

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 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.

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 delivering the above documents, the Master Servicer shall deliver to the Trustee, or 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 related 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 Trustee on behalf of the Trust shall be held by the Master Servicer or the related Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders.

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

SECTION 2.02. Acceptance by Custodian .

Deutsche Bank National Trust Company hereby accepts its appointment as Custodian hereunder and acknowledges the receipt on behalf of the Trustee, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and the Certificate Insurance Policy and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

The Custodian on behalf of the Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller, the Trustee and each 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 and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) 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 Custodian 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 Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee 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 Custodian 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 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 Originators 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 related Originator of any representation, warranty or covenant under the related Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders, the Trustee (or the Custodian on behalf of the Trustee) shall promptly notify such Originator of such defect, missing document or breach and request that such Originator deliver such missing document or cure such defect or breach within 90 days from the date that the Seller was notified of such missing document, defect or breach, and if such Originator does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce such Originator’s obligation under the related Purchase Agreement and cause such Originator to repurchase that Mortgage Loan from the Trust Fund at the Repurchase Price (as defined in the related Purchase Agreement) on or prior to the Determination Date following the expiration of such 90 day period. It is understood and agreed that the obligation of the related Originator to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against such Originator respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

(b)

Upon discovery or receipt of written notice of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or Section 2.08 hereof in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders, the Trustee (or the Custodian on behalf of the Trustee) shall promptly notify the Seller of such breach and request that the Seller cure such breach within 90 days from the date that the Seller was notified of such breach, and if the Seller does not cure such breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90 day period, if the Seller shall have commenced to cure such breach within such 90 day period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period provided under the Mortgage Loan Purchase Agreement; and, provided further, that, in the case of the breach of any representation, warranty or covenant made by the Seller in Section 2.04 hereof, the Seller shall be obligated to cure such breach or purchase the affected Mortgage Loans for the Purchase Price or, if the Mortgage Loan or the related Mortgaged Property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Purchase Price, any excess of the Purchase Price over the Net Liquidation Proceeds received upon such sale.

(c)

The Purchase Price or Repurchase Price (as defined in the related Purchase Agreement) for a Mortgage Loan purchased or repurchased under this Section 2.03 or such other amount due shall be deposited in the Distribution Account on or prior to the next Determination Date after the Seller’s or the related Originator’s obligation to repurchase such Mortgage Loan arises. The Trustee (or the Custodian on behalf of the Trustee), upon receipt of written certification from the Master Servicer of the related deposit in the Distribution Account, shall release to the Seller or the related Originator, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller or the related Originator, as applicable, shall furnish to it and as shall be necessary to vest in the Seller or the related Originator, as applicable, any Mortgage Loan released pursuant hereto and the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee and the Custodian shall have no responsibility for determining the sufficiency of such assignment for its intended purpose).

(d)

Notwithstanding anything to the contrary set forth above and subject to (i) below, with respect to any breach by the Seller of a representation or warranty made by the Seller herein or in the Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Certificateholders, if the Seller would not be in breach of such representation or warranty but for a breach by an Originator of a representation and warranty made by such Originator in the related Purchase Agreement, then such Originator thereunder, in the manner and to the extent set forth therein, and not the Seller, hereunder shall be required to remedy such breach.

The Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation of the Seller to purchase a Mortgage Loan on account of a breach of a representation, warranty or covenant as described in this Section 2.03(b).

(e)

If pursuant to the provisions of Section 2.03(b), the Seller repurchases or otherwise removes from the Trust Fund a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall take (or shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer, the Custodian and the Trustee), such actions

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