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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
12/12/05 Long Beach Mortgage Loa..2005-WL3 8-K{2,9} 11/30/05 3:1214 Merrill Corp-MD/FA
Document/Exhibit Description Pages Size
1: 8-K Current Report of Material Events or Corporate HTML 55K
Changes
2: EX-4.1 Instruments Defining the Rights of Security HTML 3,595K
Holders, Including Indentures
3: EX-4.1 PDF Version of Instruments Defining the Rights of PDF 2,312K
Security Holders, Including Indentures
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
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ARTICLE I DEFINITIONS |
11 |
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Section 1.01 |
Defined Terms |
11 |
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Section 1.02 |
Accounting |
82 |
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Section 1.03 |
Allocation of Certain Interest Shortfalls |
82 |
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Section 1.04 |
Rights of the NIMS Insurer |
83 |
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ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES |
83 |
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Section 2.01 |
Conveyance of Mortgage Loans |
83 |
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Section 2.02 |
Acceptance of REMIC 1 by the Trustee |
87 |
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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 |
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Section 2.04 |
Representations, Warranties and Covenants of the Master Servicer |
91 |
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Section 2.05 |
Representations and Warranties of the Depositor |
94 |
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Section 2.06 |
Issuance of Certificates |
96 |
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Section 2.07 |
Reserved |
96 |
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Section 2.08 |
Conveyance of REMIC Regular Interests and Acceptance of REMICs by the Trustee; Issuance of Certificates |
96 |
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ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS |
98 |
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Section 3.01 |
Master Servicer to Act as Master Servicer |
98 |
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Section 3.02 |
Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers |
100 |
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Section 3.03 |
Successor Sub-Servicers |
102 |
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Section 3.04 |
Liability of the Master Servicer |
102 |
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Section 3.05 |
No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Class I A4 Insurer, the Trustee or Certificateholders |
103 |
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Section 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee |
103 |
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Section 3.07 |
Collection of Certain Mortgage Loan Payments |
103 |
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Section 3.08 |
Sub-Servicing Accounts |
104 |
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Section 3.09 |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts |
105 |
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Section 3.10 |
Collection Account and Distribution Account |
106 |
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Section 3.11 |
Withdrawals from the Collection Account and Distribution Account |
108 |
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Section 3.12 |
Investment of Funds in the Collection Account and the Distribution Account |
110 |
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Section 3.13 |
Reserved |
112 |
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Section 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage |
112 |
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Section 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements |
113 |
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Section 3.16 |
Realization Upon Defaulted Mortgage Loans |
114 |
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Section 3.17 |
Trustee to Cooperate; Release of Mortgage Files |
117 |
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Section 3.18 |
Servicing Compensation |
119 |
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Section 3.19 |
Reports to the Trustee; Collection Account Statements |
119 |
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Section 3.20 |
Statement as to Compliance |
120 |
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Section 3.21 |
Independent Public Accountants’ Servicing Report |
120 |
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Section 3.22 |
Access to Certain Documentation |
121 |
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Section 3.23 |
Title, Management and Disposition of REO Property |
121 |
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Section 3.24 |
Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls |
124 |
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Section 3.25 |
Obligations of the Master Servicer in Respect of Mortgage Rates and Monthly Payments |
124 |
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Section 3.26 |
Reserve Fund |
125 |
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Section 3.27 |
Advance Facility |
126 |
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Section 3.28 |
PMI Policy; Claims Under the PMI Policy |
127 |
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Section 3.29 |
Swap Agreement |
128 |
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Section 3.30 |
Cap Agreements |
128 |
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Section 3.31 |
Replacement Swap Agreement |
129 |
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ARTICLE IV FLOW OF FUNDS |
130 |
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Section 4.01 |
Distributions |
130 |
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Section 4.02 |
Preference Claims |
153 |
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Section 4.03 |
Statements |
153 |
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Section 4.04 |
Remittance Reports; Advances |
158 |
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Section 4.05 |
Distributions on the REMIC Regular Interests |
160 |
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Section 4.06 |
Allocation of Realized Losses |
163 |
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Section 4.07 |
Compliance with Withholding Requirements |
167 |
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Section 4.08 |
Commission Reporting |
168 |
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Section 4.09 |
Supplemental Interest Account |
168 |
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Section 4.10 |
Final Maturity Reserve Account |
169 |
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Section 4.11 |
Class I A4 Policy; Rights of the Class I A4 Insurer |
170 |
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ARTICLE V THE CERTIFICATES |
174 |
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Section 5.01 |
The Certificates |
174 |
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Section 5.02 |
Registration of Transfer and Exchange of Certificates |
176 |
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Section 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates |
181 |
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Section 5.04 |
Persons Deemed Owners |
181 |
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ARTICLE VI THE MASTER SERVICER AND THE DEPOSITOR |
181 |
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Section 6.01 |
Liability of the Master Servicer and the Depositor |
181 |
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Section 6.02 |
Merger or Consolidation of the Depositor or the Master Servicer |
181 |
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Section 6.03 |
Limitation on Liability of the Depositor, the Master Servicer and Others |
182 |
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Section 6.04 |
Limitation on Resignation of Master Servicer |
183 |
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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 |
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ARTICLE VII DEFAULT |
185 |
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Section 7.01 |
Master Servicer Events of Default |
185 |
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Section 7.02 |
Trustee to Act; Appointment of Successor |
187 |
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Section 7.03 |
Notification to Certificateholders |
189 |
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Section 7.04 |
Waiver of Master Servicer Events of Default |
189 |
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ARTICLE VIII THE TRUSTEE |
190 |
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Section 8.01 |
Duties of Trustee |
190 |
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Section 8.02 |
Certain Matters Affecting the Trustee |
191 |
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Section 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans |
193 |
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Section 8.04 |
Trustee May Own Certificates |
193 |
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Section 8.05 |
Trustee’s Fees and Expenses |
193 |
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Section 8.06 |
Eligibility Requirements for Trustee |
194 |
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Section 8.07 |
Resignation or Removal of Trustee |
195 |
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Section 8.08 |
Successor Trustee |
195 |
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Section 8.09 |
Merger or Consolidation of Trustee |
196 |
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Section 8.10 |
Appointment of Co-Trustee or Separate Trustee |
196 |
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Section 8.11 |
Appointment of Custodians |
197 |
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Section 8.12 |
Appointment of Office or Agency |
198 |
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Section 8.13 |
Representations and Warranties of the Trustee |
198 |
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ARTICLE IX TERMINATION |
199 |
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Section 9.01 |
Termination Upon Purchase or Liquidation of All Mortgage Loans |
199 |
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Section 9.02 |
Additional Termination Requirements |
202 |
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ARTICLE X REMIC PROVISIONS |
203 |
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Section 10.01 |
REMIC Administration |
203 |
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Section 10.02 |
Prohibited Transactions and Activities |
207 |
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Section 10.03 |
Trustee, Master Servicer and Depositor Indemnification |
208 |
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ARTICLE XI MISCELLANEOUS PROVISIONS |
208 |
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Section 11.01 |
Amendment |
208 |
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Section 11.02 |
Recordation of Agreement; Counterparts |
210 |
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Section 11.03 |
Limitation on Rights of Certificateholders |
211 |
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Section 11.04 |
Governing Law; Jurisdiction |
211 |
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Section 11.05 |
Notices |
211 |
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Section 11.06 |
Severability of Provisions |
212 |
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Section 11.07 |
Notice to the Rating Agencies, the Cap Provider, the Swap Counterparty, the Class I A4 Insurer and the NIMS Insurer |
212 |
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Section 11.08 |
Article and Section References |
213 |
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Section 11.09 |
Third-Party Beneficiaries |
214 |
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Section 11.10 |
Grant of Security Interest |
214 |
Exhibits
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Exhibit A-1 |
Form of Class I-A1 Certificates |
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Exhibit A-2 |
Form of Class I-A2 Certificates |
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Exhibit A-3 |
Form of Class I-A3 Certificates |
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Exhibit A-4 |
Form of Class I-A4 Certificates |
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Exhibit A-5 |
Form of Class II-A1 Certificates |
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Exhibit A-6 |
Form of Class II-A2A Certificates |
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Exhibit A-7 |
Form of Class II-A2B Certificates |
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Exhibit A-8 |
Form of Class II-A3 Certificates |
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Exhibit A-9 |
Form of Class M-1 Certificates |
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Exhibit A-10 |
Form of Class M-2 Certificates |
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Exhibit A-11 |
Form of Class M-3 Certificates |
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Exhibit A-12 |
Form of Class M-4 Certificates |
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Exhibit A-13 |
Form of Class M-5 Certificates |
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Exhibit A-14 |
Form of Class M-6 Certificates |
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Exhibit A-15 |
Form of Class M-7 Certificates |
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Exhibit A-16 |
Form of Class M-8 Certificates |
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Exhibit A-17 |
Form of Class M-9 Certificates |
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Exhibit A-18 |
Form of Class B-1 Certificates |
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Exhibit A-19 |
Form of Class B-2 Certificates |
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Exhibit A-20 |
Form of Class C Certificates |
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Exhibit A-21 |
Form of Class P Certificates |
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Exhibit A-22 |
Form of Class R Certificates |
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Exhibit A-23 |
Form of Class R-CX Certificates |
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Exhibit A-24 |
Form of Class R-PX Certificates |
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Exhibit B-1 |
Form of Group I Senior Cap Agreement |
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