POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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DEUTSCHE BANK NATIONAL TRUST COMPANY | LONG BEACH MORTGAGE COMPANY | LONG BEACH SECURITIES CORP.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/12/2005

Exhibit 4.1

LONG BEACH SECURITIES CORP.,

Depositor

LONG BEACH MORTGAGE COMPANY,

Seller and Master Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2005

Long Beach Mortgage Loan Trust 2005-WL3

Asset-Backed Certificates, Series 2005-WL3

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		11
Section 1.01	Defined Terms	11
Section 1.02	Accounting	82
Section 1.03	Allocation of Certain Interest Shortfalls	82
Section 1.04	Rights of the NIMS Insurer	83

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES		83
Section 2.01	Conveyance of Mortgage Loans	83
Section 2.02	Acceptance of REMIC 1 by the Trustee	87
Section 2.03	Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Master Servicer; Remedies for Breaches Relating to Prepayment Charges	88
Section 2.04	Representations, Warranties and Covenants of the Master Servicer	91
Section 2.05	Representations and Warranties of the Depositor	94
Section 2.06	Issuance of Certificates	96
Section 2.07	Reserved	96
Section 2.08	Conveyance of REMIC Regular Interests and Acceptance of REMICs by the Trustee; Issuance of Certificates	96

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS		98
Section 3.01	Master Servicer to Act as Master Servicer	98
Section 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers	100
Section 3.03	Successor Sub-Servicers	102
Section 3.04	Liability of the Master Servicer	102
Section 3.05	No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Class I A4 Insurer, the Trustee or Certificateholders	103
Section 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee	103
Section 3.07	Collection of Certain Mortgage Loan Payments	103
Section 3.08	Sub-Servicing Accounts	104
Section 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	105
Section 3.10	Collection Account and Distribution Account	106
Section 3.11	Withdrawals from the Collection Account and Distribution Account	108
Section 3.12	Investment of Funds in the Collection Account and the Distribution Account	110
Section 3.13	Reserved	112
Section 3.14	Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage	112
Section 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements	113
Section 3.16	Realization Upon Defaulted Mortgage Loans	114
Section 3.17	Trustee to Cooperate; Release of Mortgage Files	117
Section 3.18	Servicing Compensation	119

Section 3.19	Reports to the Trustee; Collection Account Statements	119
Section 3.20	Statement as to Compliance	120
Section 3.21	Independent Public Accountants’ Servicing Report	120
Section 3.22	Access to Certain Documentation	121
Section 3.23	Title, Management and Disposition of REO Property	121
Section 3.24	Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls	124
Section 3.25	Obligations of the Master Servicer in Respect of Mortgage Rates and Monthly Payments	124
Section 3.26	Reserve Fund	125
Section 3.27	Advance Facility	126
Section 3.28	PMI Policy; Claims Under the PMI Policy	127
Section 3.29	Swap Agreement	128
Section 3.30	Cap Agreements	128
Section 3.31	Replacement Swap Agreement	129

ARTICLE IV FLOW OF FUNDS		130
Section 4.01	Distributions	130
Section 4.02	Preference Claims	153
Section 4.03	Statements	153
Section 4.04	Remittance Reports; Advances	158
Section 4.05	Distributions on the REMIC Regular Interests	160
Section 4.06	Allocation of Realized Losses	163
Section 4.07	Compliance with Withholding Requirements	167
Section 4.08	Commission Reporting	168
Section 4.09	Supplemental Interest Account	168
Section 4.10	Final Maturity Reserve Account	169
Section 4.11	Class I A4 Policy; Rights of the Class I A4 Insurer	170

ARTICLE V THE CERTIFICATES		174
Section 5.01	The Certificates	174
Section 5.02	Registration of Transfer and Exchange of Certificates	176
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	181
Section 5.04	Persons Deemed Owners	181

ARTICLE VI THE MASTER SERVICER AND THE DEPOSITOR		181
Section 6.01	Liability of the Master Servicer and the Depositor	181
Section 6.02	Merger or Consolidation of the Depositor or the Master Servicer	181
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others	182
Section 6.04	Limitation on Resignation of Master Servicer	183
Section 6.05	Rights of the Depositor, the NIMS Insurer, the Class I A4 Insurer and the Trustee in Respect of the Master Servicer	184

ARTICLE VII DEFAULT		185
Section 7.01	Master Servicer Events of Default	185
Section 7.02	Trustee to Act; Appointment of Successor	187
Section 7.03	Notification to Certificateholders	189
Section 7.04	Waiver of Master Servicer Events of Default	189

ARTICLE VIII THE TRUSTEE		190
Section 8.01	Duties of Trustee	190
Section 8.02	Certain Matters Affecting the Trustee	191
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans	193
Section 8.04	Trustee May Own Certificates	193
Section 8.05	Trustee’s Fees and Expenses	193
Section 8.06	Eligibility Requirements for Trustee	194
Section 8.07	Resignation or Removal of Trustee	195
Section 8.08	Successor Trustee	195
Section 8.09	Merger or Consolidation of Trustee	196
Section 8.10	Appointment of Co-Trustee or Separate Trustee	196
Section 8.11	Appointment of Custodians	197
Section 8.12	Appointment of Office or Agency	198
Section 8.13	Representations and Warranties of the Trustee	198

ARTICLE IX TERMINATION		199
Section 9.01	Termination Upon Purchase or Liquidation of All Mortgage Loans	199
Section 9.02	Additional Termination Requirements	202

ARTICLE X REMIC PROVISIONS		203
Section 10.01	REMIC Administration	203
Section 10.02	Prohibited Transactions and Activities	207
Section 10.03	Trustee, Master Servicer and Depositor Indemnification	208

ARTICLE XI MISCELLANEOUS PROVISIONS		208
Section 11.01	Amendment	208
Section 11.02	Recordation of Agreement; Counterparts	210
Section 11.03	Limitation on Rights of Certificateholders	211
Section 11.04	Governing Law; Jurisdiction	211
Section 11.05	Notices	211
Section 11.06	Severability of Provisions	212
Section 11.07	Notice to the Rating Agencies, the Cap Provider, the Swap Counterparty, the Class I A4 Insurer and the NIMS Insurer	212
Section 11.08	Article and Section References	213
Section 11.09	Third-Party Beneficiaries	214
Section 11.10	Grant of Security Interest	214

Exhibits

Exhibit A-1	Form of Class I-A1 Certificates
Exhibit A-2	Form of Class I-A2 Certificates
Exhibit A-3	Form of Class I-A3 Certificates
Exhibit A-4	Form of Class I-A4 Certificates
Exhibit A-5	Form of Class II-A1 Certificates
Exhibit A-6	Form of Class II-A2A Certificates
Exhibit A-7	Form of Class II-A2B Certificates
Exhibit A-8	Form of Class II-A3 Certificates
Exhibit A-9	Form of Class M-1 Certificates
Exhibit A-10	Form of Class M-2 Certificates
Exhibit A-11	Form of Class M-3 Certificates
Exhibit A-12	Form of Class M-4 Certificates
Exhibit A-13	Form of Class M-5 Certificates
Exhibit A-14	Form of Class M-6 Certificates
Exhibit A-15	Form of Class M-7 Certificates
Exhibit A-16	Form of Class M-8 Certificates
Exhibit A-17	Form of Class M-9 Certificates
Exhibit A-18	Form of Class B-1 Certificates
Exhibit A-19	Form of Class B-2 Certificates
Exhibit A-20	Form of Class C Certificates
Exhibit A-21	Form of Class P Certificates
Exhibit A-22	Form of Class R Certificates
Exhibit A-23	Form of Class R-CX Certificates
Exhibit A-24	Form of Class R-PX Certificates
Exhibit B-1	Form of Group I Senior Cap Agreement
Exhibit B-2	Form of Group II Senior Cap Agreement
Exhibit B-3	Form of Subordinate Cap Agreement
Exhibit C	Form of Mortgage Loan Purchase Agreement
Exhibit D	Mortgage Loan Schedule
Exhibit E-1	Request for Release (for Trustee/Custodian)
Exhibit E-2	Request for Release (Certificate – Mortgage Loan Paid in Full)
Exhibit E-3	Form of Mortgage Loan Assignment Agreement
Exhibit F-1	Form of Trustee’s Initial Certification
Exhibit F-2	Form of Trustee’s Final Certification
Exhibit G	Form of Swap Agreement
Exhibit H	Form of Lost Note Affidavit
Exhibit I	Form of ERISA Representation
Exhibit J-1A	Form of Class B Certificate Transferor Certificate
Exhibit J-1B	Form of Class B Certificate Transferee Certificate
Exhibit J-2	Form of Investment Letter
Exhibit K	Form of Class R Certificate, Class R-CX Certificate and Class R-PX Certificate Transfer Affidavit
Exhibit L	Form of Transferor Certificate
Exhibit M	Form of Officer’s Certificate re Waiver of Prepayment Charges
Exhibit N	Form of Residual NIM Holder Certificate
Exhibit O	Form of the Class I-A4 Policy

Schedules

Schedule I	Prepayment Charge Schedule
Schedule II	Reserved
Schedule III	Reserved
Schedule IV	PMI Mortgage Loan Schedule (Not applicable)

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

PRELIMINARY STATEMENT:

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

REMIC 1

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

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC 1A Pass-Through Rate	Rate Change Date	Assumed Final Maturity Date(1)
A	$	1,972,131,206.45	Variable(2)	N/A	November, 2045
G1-A	$	93,233,510.00	Variable(2)	N/A	November, 2045
G1-B	$	31,660,652.55	Variable(2)	N/A	November, 2045
G2-A	$	70,343,800.00	Variable(2)	N/A	November, 2045
G2-B	$	23,887,738.16	Variable(2)	N/A	November, 2045
P	$	100.00	Variable(2)	N/A	November, 2045

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

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

REMIC 2

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests and certain other related assets subject to this Agreement (exclusive of the Reserve Fund, the Supplemental Interest Account, the Final Maturity Reserve Account and the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2.” The Class R-2 Interest shall represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance			Uncertificated REMIC 2 Pass-Through Rate	Assumed Final Maturity Date(1)
A	$	1,972,131,206.45		Variable(2)	November, 2045
G1-SR	$	93,233,510.00		Variable(2)	November, 2045
G2-SR	$	70,343,800.00		Variable(2)	November, 2045
SUB-A	$	34,652,590.72		Variable(2)	November, 2045
Swap	$	20,895,800.00		Variable(2)	November, 2045
FMR IO	N/A		(3)	Variable(2)	November, 2045
P	$	100.00		Variable(2)	November, 2045

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC 2 Regular Interest.

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

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

REMIC 3

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests and certain other related assets subject to this Agreement (exclusive of the Reserve Fund, the Supplemental Interest Account, the Final Maturity Reserve Account and the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 3.” The Class R-3 Interest shall represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3 Regular Interests. None of the REMIC 3 Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance			Uncertificated REMIC 1 Pass-Through Rate	Assumed Final Maturity Date(1)
AA	$	1,073,715,884.51		Variable(2)	November, 2045
IA1	$	2,216,000.00		Variable(2)	November, 2045
IA2	$	1,480,735.00		Variable(2)	November, 2045
IA3	$	265,690.00		Variable(2)	November, 2045
IA4	$	699,250.00		Variable(2)	November, 2045
IIA1	$	1,969,240.00		Variable(2)	November, 2045
IIA2A	$	1,044,790.00		Variable(2)	November, 2045
IIA2B	$	261,200.00		Variable(2)	November, 2045
IIA3	$	241,960.00		Variable(2)	November, 2045
M1	$	542,335.00		Variable(2)	November, 2045
M2	$	531,380.00		Variable(2)	November, 2045
M3	$	175,300.00		Variable(2)	November, 2045
M4	$	262,950.00		Variable(2)	November, 2045
M5	$	169,820.00		Variable(2)	November, 2045
M6	$	131,475.00		Variable(2)	November, 2045
M7	$	169,820.00		Variable(2)	November, 2045
M8	$	125,995.00		Variable(2)	November, 2045
M9	$	120,520.00		Variable(2)	November, 2045
B1	$	109,565.00		Variable(2)	November, 2045
B2	$	109,565.00		Variable(2)	November, 2045
ZZ	$	11,284,979.07		Variable(2)	November, 2045
1GRP	$	9,323,351.00		Variable(2)	November, 2045
2GRP	$	7,034,380.00		Variable(2)	November, 2045
SUB GRP	$	5,554,839.07		Variable(2)	November, 2045
Swap IO	N/A		(3)	Variable(2)	November, 2045
FMR IO	N/A		(4)	Variable(2)	November, 2045
XX	$	1,073,715,883.51		Variable(2)	November, 2045
P	$	100.00		Variable(2)	November, 2045

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

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

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

REMIC 4

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

The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the “regular interests” in REMIC 4 and each class of uncertificated “regular interests” in REMIC 4:

Class Designation	Original Class Certificate Principal Balance			Pass-Through Rate	Assumed Final Maturity Date(1)
I-A1	$	443,200,000.00		Variable(2)	November, 2045
I-A2	$	296,147,000.00		Variable(2)	November, 2045
I-A3	$	53,138,000.00		Variable(2)	November, 2045
I-A4	$	139,850,000.00		Variable(2)	November, 2045
II-A1	$	393,848,000.00		Variable(2)	November, 2045
II-A2A	$	208,958,000.00		Variable(2)	November, 2045
II-A2B	$	52,240,000.00		Variable(2)	November, 2045
II-A3	$	48,392,000.00		Variable(2)	November, 2045
M-1	$	108,467,000.00		Variable(2)	November, 2045
M-2	$	106,276,000.00		Variable(2)	November, 2045
M-3	$	35,060,000.00		Variable(2)	November, 2045
M-4	$	52,590,000.00		Variable(2)	November, 2045
M-5	$	33,964,000.00		Variable(2)	November, 2045
M-6	$	26,295,000.00		Variable(2)	November, 2045
M-7	$	33,964,000.00		Variable(2)	November, 2045
M-8	$	25,199,000.00		Variable(2)	November, 2045
M-9	$	24,104,000.00		Variable(2)	November, 2045
B-1	$	21,913,000.00		Variable(2)	November, 2045
B-2	$	21,913,000.00		Variable(2)	November, 2045
Swap IO	N/A		(5)	Variable(5)	November, 2045
FM Reserve IO	N/A		(5)	Variable(5)	November, 2045
Class C Interest(3)	$	65,738,907.17		Variable(2)	November, 2045
Class P Interest	$	100.00		N/A(4)	November, 2045

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

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

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

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

REMIC CX

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

Designation	Uncertificated REMIC CX Pass-Through Rate	Initial Uncertificated Principal Balance		Assumed Final Maturity Date(1)

Class C	Variable(2)	$	65,738,907.17	November, 2045

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

REMIC PX

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

Designation	Uncertificated REMIC PX Pass-Through Rate	Initial Uncertificated Principal Balance		Assumed Final Maturity Date(1)

Class P	N/A(2)	$	100.00	November, 2045

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

REMIC SwapX

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

Designation	Uncertificated REMIC PX Pass-Through Rate	Initial Uncertificated Principal Balance		Assumed Final Maturity Date(1)

Class Swap IO	N/A(2)	$	0.00	November, 2045

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

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Certificate ”: Any Regular Certificate or Residual Certificate.

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

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

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

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

“ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent, direction or taking any other action pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, direction or other action has been obtained, except as otherwise provided in Section 11.01. The Trustee, the Class I-A4 Insurer and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee, the Class I-A4 Insurer and the NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

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

“ Class I-A1 Certificate ”: Any one of the Class I-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

“ Class I-A2 Certificate ”: Any one of the Class I-A2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

“ Class I-A3 Certificate ”: Any one of the Class I-A3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-3 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

“ Class I-A4 Certificate ”: Any one of the Class I-A4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-4 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

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

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

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

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

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

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

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

“ Class II-A1 Certificate ”: Any one of the Class II-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-5 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

“ Class II-A3 Certificate ”: Any one of the Class II-A3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-8 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

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

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

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

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

“ Class B-2 Certificate ”: Any one of the Class B-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-19, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

“ Class C Certificate ”: Any one of the Class C Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-20, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC CX.

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

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

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

“ Class M-1 Certificate ”: Any one of the Class M-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-9, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

“ Class M-2 Certificate ”: Any one of the Class M-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-10, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

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

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

“ Class M-4 Certificate ”: Any one of the Class M-4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-12, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

“ Class M-5 Certificate ”: Any one of the Class M-5 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-13, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

“ Class M-6 Certificate ”: Any one of the Class M-6 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-14, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

“ Class M-7 Certificate ”: Any one of the Class M-7 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-15, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

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

“ Class M-8 Certificate ”: Any one of the Class M-8 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-16, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

“ Class M-9 Certificate ”: Any one of the Class M-9 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-17, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.

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

“ Class P Certificate ”: Any one of the Class P Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-21, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC PX.

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

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

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

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

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

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

“ Class R-CX Certificate ”: Any one of the Class R-CX Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-23, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class R-CX Interest and the Class R-SwapX Interest.

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

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

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

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

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

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

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

“ Closing Date ”: November 30, 2005.

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

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

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

“ Commission ”: The Securities and Exchange Commission.

“ Compensating Interest ”: As defined in Section 3.24.

“ Corporate Trust Office ”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Swap Counterparty, the Depositor, the Class I-A4 Insurer and the Master Servicer.

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

REMIC 3 Regular Interest		Corresponding Certificate
IA1		Class I-A1 Certificates
IA2		Class I-A2 Certificates
IA3		Class I-A3 Certificates
IA4		Class I-A4 Certificates
IIA1		Class II-A1 Certificates
IIA2A		Class II-A2A Certificates
IIA2B		Class II-A2B Certificates
IIA3		Class II-A3 Certificates
M1		Class M-1 Certificates
M2		Class M-2 Certificates
M3		Class M-3 Certificates
M4		Class M-4 Certificates
M5		Class M-5 Certificates
M6		Class M-6 Certificates
M7		Class M-7 Certificates
M8		Class M-8 Certificates
M9		Class M-9 Certificates

REMIC 3 Regular Interest		Corresponding Certificate
B1		Class B-1 Certificates
B2		Class B-2 Certificates
Class C Interest		Class C Certificates
P and the Class P Interest		Class P Certificates

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

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

Distribution Date Occurring in		Cumulative Loss Percentage

December 2007 through November 2008		1.25% for the first month, plus an additional 1/12 ^th of 1.60% for each month thereafter.

December 2008 through November 2009		2.85% for the first month, plus an additional 1/12 ^th of 1.55% for each month thereafter.

December 2009 through November 2010		4.40% for the first month, plus an additional 1/12 ^th of 1.30% for each month thereafter.

December 2010 through November 2011		5.70% for the first month, plus an additional 1/12 ^th of 0.65% for each month thereafter.

December 2011 and thereafter		6.35% for each month.

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

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

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

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

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

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

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

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

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

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

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

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

Delinquent if the Monthly Payment due on a Due Date is not made by the Close of Business on the second scheduled Due Date after such Due Date.

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

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

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

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

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

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

board of directors is not selected by a governmental unit. The terms “United States,” “state” and “international organization” shall have the meanings set forth in Section 7701 of the Code.

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

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

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

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

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

“ Eligible Account ”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated no lower than P-1 by Moody’s, F-1 by Fitch and A-1 by S&P (or comparable ratings if Moody’s, Fitch and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein; provided that so long as Washington Mutual Bank is the Sub-Servicer, any account maintained with Washington Mutual Bank shall be an Eligible Account if the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s, or “A” by Fitch and “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than A-2 by S&P, provided that if the long-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than “A-” or the short-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than A-2, Washington Mutual Bank shall transfer the deposits in any account maintained by Washington Mutual Bank (unless any such account is otherwise qualified as an Eligible Account pursuant to (ii), (iii) or (iv) of the definition of Eligible Account) to an Eligible Account within ten (10) Business Days of notification of such downgrade, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee, the Class I-A4 Insurer and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to Permitted Investments) securing such funds that is superior

to claims of any other depositors or creditors of the depository institution with which such account is maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to the NIMS Insurer and each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates (without giving effect to the Class I-A4 Policy) as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest.

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

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

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

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

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

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

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

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

“ Final Maturity Reserve Funding Date ”: The earlier of (a) the Distribution Date in November 2035 and (b) the Distribution Date on which the amount on deposit in the Final Maturity Reserve Account (after giving effect to all distributions on such Distribution Date other than distributions from the Final Maturity Reserve Account) is equal to the Stated Principal Balance of the Mortgage Loans having 40 year original terms to maturity (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).

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

“ Final Maturity Reserve Shortfall ”: With respect to any Distribution Date, the excess of (a) the Stated Principal Balance of the Mortgage Loans having 40 year original terms to maturity (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (b) amounts on deposit in the Final Maturity Reserve Account (after giving effect to all distributions on such Distribution Date other than distributions from the Final Maturity Reserve Account).

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

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

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

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

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

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

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

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

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

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

“ Group I Closing Date Mortgage Loans ”: Any of the Group I Mortgage Loans included in the Trust Fund on the Closing Date. The aggregate Cut-off Date Principal Balance of the Group I Closing Date Mortgage Loans is equal to $1,248,941,625.53.

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

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

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

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

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

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

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

“ Group I Senior Cap Agreement ”: The interest rate cap agreement consisting of a 1992 ISDA Master Agreement (Multicurrency Border) and a Schedule dated as of the Closing Date and a 1994 ISDA Credit Support Annex (Bilateral Form New York Law) and the related Confirmation thereto, between the Trustee and the Cap Provider, attached as Exhibit B-1 hereto, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable to the Trustee.

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

“ Group I Senior Principal Distribution Amount ”: With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 49.30% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus 0.50% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

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

“ Group II Closing Date Mortgage Loans ”: Any of the Group II Mortgage Loans included in the Trust Fund on the Closing Date. The aggregate Cut-off Date Principal Balance of the Group II Closing Date Mortgage Loans is equal to $942,315,381.64.

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

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

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

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

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

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

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

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

“ Group II Senior Cap Agreement ”: The interest rate cap agreement consisting of a 1992 ISDA Master Agreement (Multicurrency Border) and a Schedule dated as of the Closing Date and a 1994 ISDA Credit Support Annex (Bilateral Form New York Law) and the related Confirmation thereto, between the Trustee and the Cap Provider, attached as Exhibit B-2 hereto, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable to the Trustee.

“ Group II Senior Certificates ”: The Class II-A1 Certificates, the Class II-A2A Certificates, the Class II-A2B Certificates and the Class II-A3 Certificates.

“ Group II Senior Principal Distribution Amount ”: With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 49.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus 0.50% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

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

Distribution Date Occurring in		Cumulative Loss Percentage

December 2005 through November 2007		1.25%.

December 2007 through November 2008		1.25% for the first month, plus an additional 1/12 ^th of 1.60% for each month thereafter.

December 2008 through November 2009		2.85% for the first month, plus an additional 1/12 ^th of 1.55% for each month thereafter.

December 2009 through November 2010		4.40% for the first month, plus an additional 1/12 ^th of 1.30% for each month thereafter.

December 2010 through November 2011		5.70% for the first month, plus an additional 1/12 ^th of 0.65% for each month thereafter.

December 2011 and thereafter		6.35% for each month.

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

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

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

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

“ Independent ”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or the Master Servicer or any Affiliate thereof, and (c) is not connected with the

Depositor or the Master Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, trust administrator, partner, director or Person performing similar functions; provided, however , that a Person shall not fail to be Independent of the Depositor or the Master Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Master Servicer or any Affiliate thereof, as the case may be.

“ Independent Contractor ”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any of the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as each such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trustee and the Class I-A4 Insurer has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)