EXHIBIT 4.1





LONG BEACH SECURITIES CORP.,


Depositor


 


LONG BEACH MORTGAGE COMPANY,


Master Servicer


  


and


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,


Trustee


 


POOLING AND SERVICING AGREEMENT


Dated as of February 1, 2004


 


______________________________


 


  Long Beach Mortgage Loan Trust 2004‐1 


Asset‐Backed Certificates, Series
2004‐1





 






	
 

	
TABLE OF CONTENTS

	
 


	
 

	
 

	
Page


	
ARTICLE I

	
DEFINITIONS

	
 


	
Section 1.01

	
Defined Terms.

	
6


	
Section 1.02

	
Accounting.

	
59


	
Section 1.03

	
Allocation of Certain Interest Shortfalls.

	
59


	
Section 1.04

	
Rights of the NIMS Insurer.

	
60


	
ARTICLE II

	
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	
61


	
Section 2.01

	
Conveyance of Mortgage Loans.

	
61


	
Section 2.02

	
Acceptance of REMIC 1 by the Trustee.

	
64


	
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.

	
65


	
Section 2.04

	
Representations, Warranties and Covenants of the Master Servicer.

	
68


	
Section 2.05

	
Representations and Warranties of the Depositor.

	
70


	
Section 2.06

	
Issuance of Certificates.

	
73


	
Section 2.07

	
Reserved.

	
73


	
Section 2.08

	
Conveyance of REMIC Regular Interests and Acceptance of REMIC 1 by the
Trustee; Issuance of Certificates.

	
73


	
ARTICLE III

	
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

	
74


	
Section 3.01

	
Master Servicer to Act as Master Servicer.

	
74


	
Section 3.02

	
Sub‐Servicing Agreements Between the Master Servicer and
Sub‐Servicers.

	
76


	
Section 3.03

	
Successor Sub‐Servicers.

	
78


	
Section 3.04

	
Liability of the Master Servicer.

	
78


	
Section 3.05

	
No Contractual Relationship Between Sub‐Servicers and the NIMS
Insurer, the Trustee or Certificateholders.

	
78


	
Section 3.06

	
Assumption or Termination of Sub‐Servicing Agreements by
Trustee.

	
79


	
Section 3.07

	
Collection of Certain Mortgage Loan Payments.

	
79


	
Section 3.08

	
Sub‐Servicing Accounts.

	
80


	
Section 3.09

	
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts.

	
80


	
Section 3.10

	
Collection Account and Distribution Account.

	
81


	
Section 3.11

	
Withdrawals from the Collection Account and Distribution Account.

	
84


	
Section 3.12

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

	
86


	
Section 3.13

	
Reserved.

	
87


	
Section 3.14

	
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.

	
87


	
Section 3.15

	
Enforcement of Due‐On‐Sale Clauses; Assumption
Agreements.

	
88


	
Section 3.16

	
Realization Upon Defaulted Mortgage Loans.

	
89


	
Section 3.17

	
Trustee to Cooperate; Release of Mortgage Files.

	
92


	
i

	



	
Section 3.18

	
Servicing Compensation.

	
93


	
Section 3.19

	
Reports to the Trustee; Collection Account Statements.

	
93


	
Section 3.20

	
Statement as to Compliance.

	
94


	
Section 3.21

	
Independent Public Accountants’ Servicing Report.

	
94


	
Section 3.22

	
Access to Certain Documentation.

	
95


	
Section 3.23

	
Title, Management and Disposition of REO Property.

	
95


	
Section 3.24

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

	
98


	
Section 3.25

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

	
98


	
Section 3.26

	
Reserve Fund.

	
99


	
Section 3.27

	
Advance Facility.

	
100


	
Section 3.28

	
Policy; Claims Under the PMI Policy

	
101


	
Section 3.29

	
Reserved.

	
102


	
Section 3.30

	
Cap Agreements.

	
102


	
ARTICLE IV

	
FLOW OF FUNDS

	
102


	
Section 4.01

	
Distributions.

	
102


	
Section 4.02

	
Preference Claims.

	
115


	
Section 4.03

	
Statements.

	
115


	
Section 4.04

	
Remittance Reports; Advances.

	
119


	
Section 4.05

	
Distributions on the REMIC Regular Interests.

	
120


	
Section 4.06

	
Allocation of Realized Losses.

	
123


	
Section 4.07

	
Compliance with Withholding Requirements.

	
128


	
Section 4.08

	
Commission Reporting.

	
128


	
ARTICLE V

	
THE CERTIFICATES

	
129


	
Section 5.01

	
The Certificates.

	
129


	
Section 5.02

	
Registration of Transfer and Exchange of Certificates.

	
131


	
Section 5.03

	
Mutilated, Destroyed, Lost or Stolen Certificates.

	
135


	
Section 5.04

	
Persons Deemed Owners.

	
136


	
ARTICLE VI

	
THE MASTER SERVICER AND THE DEPOSITOR

	
136


	
Section 6.01

	
Liability of the Master Servicer and the Depositor.

	
136


	
Section 6.02

	
Merger or Consolidation of the Depositor or the Master Servicer.

	
136


	
Section 6.03

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

	
137


	
Section 6.04

	
Limitation on Resignation of Master Servicer.

	
138


	
Section 6.05

	
Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of the
Master Servicer.

	
138


	
ARTICLE VII

	
DEFAULT

	
139


	
Section 7.01

	
Master Servicer Events of Default.

	
139


	
Section 7.02

	
Trustee to Act; Appointment of Successor.

	
142


	
Section 7.03

	
Notification to Certificateholders.

	
143


	
ii

	



	
Section 7.04

	
Waiver of Master Servicer Events of Default.

	
144


	
ARTICLE VIII

	
THE TRUSTEE

	
144


	
Section 8.01

	
Duties of Trustee.

	
144


	
Section 8.02

	
Certain Matters Affecting the Trustee.

	
145


	
Section 8.03

	
Trustee Not Liable for Certificates or Mortgage Loans.

	
147


	
Section 8.04

	
Trustee May Own Certificates.

	
147


	
Section 8.05

	
Trustee’s Fees and Expenses.

	
147


	
Section 8.06

	
Eligibility Requirements for Trustee.

	
148


	
Section 8.07

	
Resignation or Removal of Trustee.

	
149


	
Section 8.08

	
Successor Trustee.

	
149


	
Section 8.09

	
Merger or Consolidation of Trustee.

	
150


	
Section 8.10

	
Appointment of Co‐Trustee or Separate Trustee.

	
150


	
Section 8.11

	
Appointment of Custodians.

	
151


	
Section 8.12

	
Appointment of Office or Agency.

	
152


	
Section 8.13

	
Representations and Warranties of the Trustee.

	
152


	
ARTICLE IX

	
TERMINATION

	
153


	
Section 9.01

	
Termination Upon Purchase or Liquidation of All Mortgage Loans.

	
153


	
Section 9.02

	
Additional Termination Requirements.

	
155


	
ARTICLE X

	
REMIC PROVISIONS

	
156


	
Section 10.01

	
REMIC Administration.

	
156


	
Section 10.02

	
Prohibited Transactions and Activities.

	
159


	
Section 10.03

	
Trustee, Master Servicer and Depositor Indemnification.

	
159


	
ARTICLE XI

	
MISCELLANEOUS PROVISIONS

	
160


	
Section 11.01

	
Amendment.

	
160


	
Section 11.02

	
Recordation of Agreement; Counterparts.

	
161


	
Section 11.03

	
Limitation on Rights of Certificateholders.

	
162


	
Section 11.04

	
Governing Law; Jurisdiction.

	
162


	
Section 11.05

	
Notices.

	
163


	
Section 11.06

	
Severability of Provisions.

	
163


	
Section 11.07

	
Notice to the Rating Agencies and the NIMS Insurer.

	
163


	
Section 11.08

	
Article and Section References.

	
164


	
Section 11.09

	
Third-Party Beneficiaries.

	
164


	
Section 11.10

	
Grant of Security Interest.

	
165


	
iii

	



	
 	
 	
 






Exhibits


Exhibit
A‐1             Form of Class A‐1 Certificates

Exhibit
A‐2             Form of Class A‐2 Certificates

Exhibit
A‐3             Form of Class A‐3 Certificates

Exhibit
A‐4             Form of Class A‐4 Certificates

Exhibit
A‐5             Form of Class A‐5 Certificates

Exhibit
A‐6             Form of Class M‐1 Certificates

Exhibit
A‐7             Form of Class M-2 Certificates

Exhibit
A‐8             Form of Class M-3 Certificates

Exhibit
A‐9             Form of Class M‐4 Certificates

Exhibit
A‐10           Form of Class M‐5 Certificates

Exhibit
A‐11           Form of Class M‐6 Certificates

Exhibit
A‐12           Form of Class M‐7 Certificates

Exhibit
A‐13           Form of Class M‐8 Certificates

Exhibit
A‐14           Form of Class M‐9 Certificates

Exhibit
A‐15           Form of Class B Certificates

Exhibit
A‐16           Form of Class C Certificates

Exhibit
A‐17           Form of Class P Certificates

Exhibit
A‐18           Form of Class R Certificates

Exhibit
A‐19           Form of Class R‐CX Certificates

Exhibit
A‐20           Form of Class R‐PX Certificates

Exhibit
B-1             Form of Cap Agreement #1

Exhibit
B-2             Form of Cap Agreement #2

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
F‐1             Form of Trustee’s Initial
Certification

Exhibit
F‐2             Form of Trustee’s Final
Certification

Exhibit
G                Reserved

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 


Schedules


Schedule
I              Prepayment Charge Schedule

Schedule
II             Cap Premium Schedule (Not applicable)

Schedule
III            Reserved

Schedule IV           PMI
Mortgage Loan Schedule (Not applicable)


iv





 





 This POOLING AND SERVICING AGREEMENT is dated as of February 1, 2004 (the
“Agreement”), among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG BEACH MORTGAGE
COMPANY, as 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 classes of
certificates, designated as (i) the Class A‐1 Certificates, (ii) the Class A‐2 Certificates, (iii) the Class
A-3 Certificates, (iv) the Class A‐4 Certificates, (v) the Class A‐5 Certificates, (vi) the Class M‐1
Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M‐4
Certificates, (x) the Class M‐5 Certificates, (xi) the Class M‐6 Certificates, (xii) the Class M‐7
Certificates, (xiii) the Class M‐8 Certificates, (xiv) the Class M‐9 Certificates, (xv) the Class B Certificates;
(xvi) the Class C Certificates, (xvii) the Class P Certificates, (xviii) the Class R Certificates, (xix) the
Class R‐CX Certificates and (xx) the Class R‐PX Certificates. 


 1





REMIC 1 


As provided herein, the Trustee will 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 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 will 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 1

 Pass-Through

 Rate



	





 Assumed Final

 Maturity Date1




	


	


	

	


	
LT1-AA

	
$2,204,999,911.24

	
Variable2

	
February, 2034


	
LT1-A1

	
$11,000,000.00

	
Variable2

	
February, 2034


	
LT1-A2

	
$1,100,000.00

	
Variable2

	
February, 2034


	
LT1-A3

	
$5,055,350.00

	
Variable2

	
February, 2034


	
LT1-A4

	
$970,000.00

	
Variable2

	
February, 2034


	
LT1-A5

	
$662,250.00

	
Variable2

	
February, 2034


	
LT1-M1

	
$618,750.00

	
Variable2

	
February, 2034


	
LT1-M2

	
$562,500.00

	
Variable2

	
February, 2034


	
LT1-M3

	
$337,500.00

	
Variable2

	
February, 2034


	
LT1-M4

	
$337,500.00

	
Variable2

	
February, 2034


	
LT1-M5

	
$281,250.00

	
Variable2

	
February, 2034


	
LT1-M6

	
$281,250.00

	
Variable2

	
February, 2034


	
LT1-M7

	
$281,250.00

	
Variable2

	
February, 2034


	
LT1-M8

	
$225,000.00

	
Variable2

	
February, 2034


	
LT1-M9

	
$281,250.00

	
Variable2

	
February, 2034


	
LT1-B

	
$168,750.00

	
Variable2

	
February, 2034


	
LT1-ZZ

	
$22,837,398.19

	
Variable2

	
February, 2034


	
LT1-1SUB

	
$47,818.72

	
Variable2

	
February, 2034


	
LT1-1GRP

	
$289,818.72

	
Variable2

	
February, 2034


	
LT1-2SUB

	
$26,429.28

	
Variable2

	
February, 2034


	
LT1-2GRP

	
$160,181.28

	
Variable2

	
February, 2034


	
LT1-XX

	
$2,249,475,761.43

	
Variable2

	
February, 2034


	
LT1-P

	
$100.00

	
Variable2

	
February, 2034







________________________


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 1 Regular Interest.


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


 


 2





REMIC 2


 


As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests 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 represents the sole class
of “residual interests” in REMIC 2 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 2 and each class of uncertificated “regular interests” in
REMIC 2:



	
Class Designation

	
Original Class

 Certificate Principal

 Balance

	
Pass‐Through

 Rate

	
 Assumed Final

Maturity Date1



	


	


	


	



	
A-1

	
$2,200,000,000

	
Variable2

	
February, 2034


	
A-2

	
$220,000,000

	
Variable2

	
February, 2034


	
A-3

	
$1,011,070,000

	
Variable2

	
February, 2034


	
A-4

	
$194,000,000

	
Variable2

	
February, 2034


	
A-5

	
$132,450,000

	
Variable2

	
February, 2034


	
M‐1

	
$123,750,000

	
Variable2

	
February, 2034


	
M-2

	
$112,500,000

	
Variable2

	
February, 2034


	
M-3

	
$67,500,000

	
Variable2

	
February, 2034


	
M-4

	
$67,500,000

	
Variable2

	
February, 2034


	
M-5

	
$56,250,000

	
Variable2

	
February, 2034


	
M-6

	
$56,250,000

	
Variable2

	
February, 2034


	
M-7

	
$56,250,000

	
Variable2

	
February, 2034


	
M-8

	
$45,000,000

	
Variable2

	
February, 2034


	
M‐9

	
$56,250,000

	
Variable2

	
February, 2034


	
B

	
$33,750,000

	
Variable2

	
February, 2034


	
Class C Interest

	
$67,479,918.86

	
Variable2

	
February, 2034


	
Class P Interest

	
$100.00

	
N/A4

	
February, 2034







___________________


1          Solely for purposes of Section 1.860G‐1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for each Class of Certificates or uncertificated interests that represents one
or more of the “regular interests” in REMIC 2.


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 1 Regular
Interests.  The Class C Interest will not accrue interest on its Uncertificated Principal Balance.


4          The Class P Interest will not accrue interest.


 


 3





 


REMIC CX


As provided herein, the Trustee will 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 will 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, Original Class Certificate
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 Date1


	


	


	


	



	
Class C

	
Variable2

	
$67,479,918.86

	
February, 2034









_________________________


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


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


 


 4





 


REMIC PX


As provided herein, the Trustee will 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 will 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, Original Class Certificate
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 Date1




	


	


	


	



	
Class P

	
N/A2

	
$100.00

	
February, 2034









_________________________


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


2       The
Class P Certificates will not accrue interest.


 5





ARTICLE 1

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.


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


“Adjusted Net Maximum 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 Maximum
Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is an Adjustable Rate Mortgage Loan) or the Mortgage Rate for such
Mortgage Loan (if such Mortgage Loan is a Fixed Rate Mortgage Loan), in either such case 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.


“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.


 6





 


“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.


“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 A Certificates, Mezzanine Certificates or 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) the amount of 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.


“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 wherein the related Mortgaged Property is located to reflect or 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, 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 and any Master Servicer Prepayment Charge Payment
Amount in connection with Mortgage Loans), (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 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 and (e) 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.


 7





 


“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.


“Cap Agreement #1”:  The interest rate cap agreement
consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated January 16, 2004 between the Seller and
the Cap Provider, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate
cap agreement acceptable to the Trustee.


“Cap Agreement #2”:  The interest rate cap agreement
consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated January 16, 2004 between the Seller and
the Cap Provider, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate
cap agreement acceptable to the Trustee.


“Cap Agreements”:  Cap Agreement #1 and Cap
Agreement #2.


“Cap Assignment”:  The Fixed Income Cap Assignment
Agreement dated February 5, 2004 among the Cap Provider, the Seller, the Depositor and the Trustee.


 8





“Cap Provider”:  Greenwich Capital Derivatives,
Inc.


“Certificate”:  Any Regular Certificate or Residual
Certificate.


“Certificate Margin”:  With respect to the Class
A‐1 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 A‐2 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.40% per annum and (B) after the Optional
Termination Date, 0.80% per annum.  With respect to the Class A‐3 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.30% per annum and (B) after the Optional Termination Date, 0.60% per annum. 
With respect to the Class A‐4 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 A‐5
Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.41% per annum and (B) after
the Optional Termination Date, 0.82% per annum.  With respect to the Class M‐1 Certificates on each Distribution
Date (A) on or prior to the Optional Termination Date, 0.50% per annum and (B) after the Optional Termination Date, 0.75%
per annum.  With respect to the Class M‐2 Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.55% per annum and (B) after the Optional Termination Date, 0.825% per annum.  With respect to the
Class M-3 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‐4 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 1.00% per annum and (B) after the Optional
Termination Date, 1.50% per annum.  With respect to the Class M‐5 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 1.10% per annum and (B) after the Optional Termination Date, 1.65% per annum. 
With respect to the Class M‐6 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date,
1.40% per annum and (B) after the Optional Termination Date, 2.10% per annum.  With respect to the Class M‐7
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‐8 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 1.90% per annum and (B) after the Optional Termination Date, 2.85% per
annum.  With respect to the Class M‐9 Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 3.50% per annum and (B) after the Optional Termination Date, 5.25% per annum.  With respect to the
Class B Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 3.50% per annum and (B) after the
Optional Termination Date, 5.25% 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 and, in the case of a Class A Certificate, a Mezzanine Certificate or a Class B
Certificate, Realized Losses allocated thereto on all prior Distribution Dates and, in the case of a Class A Certificate, a
Mezzanine Certificate or a 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.


 9





 


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


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


“Class A‐1 Certificate”:  Any one of the Class
A‐1 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 rights to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.


“Class A‐2 Certificate”:  Any one of the Class
A‐2 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 rights to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.


“Class A‐3 Allocation Percentage”:  For any
Distribution Date, the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Class A‐3
Certificates immediately prior to such Distribution Date by (y) the aggregate Certificate Principal Balance of the Group II
Senior Certificates immediately prior to such Distribution Date.


 10





 


“Class A‐3 Certificate”:  Any one of the Class
A‐3 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 rights to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.


  “Class A‐3 Principal Distribution
Amount”:  For any Distribution Date prior to the Stepdown Date or on which a Trigger Event is in effect, an amount
equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class A‐3 Certificates immediately prior to
such Distribution Date and (II) the product of (x) the Group II Principal Distribution Amount and (y) the Class A‐3
Allocation Percentage for such Distribution Date and, for any Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class
A‐3 Certificates immediately prior to such Distribution Date and (II) the product of (x) the Group II Senior Principal
Distribution Amount and (y) the Class A‐3 Allocation Percentage for such Distribution Date.


“Class A‐4 Certificate”:  Any one of the Class
A‐4 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 rights to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.


“Class A‐4/5 Allocation Percentage”:  For any
Distribution Date, the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Class A‐4
Certificates and the Class A‐5 Certificates immediately prior to such Distribution Date by (y) the aggregate Certificate
Principal Balance of the Group II Senior Certificates immediately prior to such Distribution Date.


“Class A‐4/5 Principal Distribution Amount”: 
For any Distribution Date prior to the Stepdown Date or on which a Trigger Event is in effect, an amount equal to the lesser of (I)
the aggregate Certificate Principal Balance of the Class A‐4 Certificates and the Class A‐5 Certificates immediately
prior to such Distribution Date and (II) the product of (x) the Group II Principal Distribution Amount and (y) the Class
A‐4/5 Allocation Percentage for such Distribution Date and, for any Distribution Date on or after the Stepdown Date and on
which a Trigger Event is not in effect, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the
Class A‐4 Certificates and the Class A‐5 Certificates immediately prior to such Distribution Date and (II) the product
of (x) the Group II Senior Principal Distribution Amount and (y) the Class A‐4/5 Allocation Percentage for such Distribution
Date.


“Class A‐5 Certificate”:  Any one of the Class
A‐5 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 rights to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.


“Class B Certificate”:  Any one of the Class B
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 rights to distributions as set forth herein and therein and evidencing
a regular interest in REMIC 2.


 11





 


“Class B 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 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 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of
(i) 97.00% 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‐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 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, evidencing a Regular Interest in REMIC 2 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‐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 2.


 12





“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, an 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) 72.50% 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-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‐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 2.


“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) 77.50% 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-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‐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 2.


 13





 


“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) 80.50% 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‐4 Certificates”:  Any one of the
Class M‐4 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 2.


“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) 83.50% 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.


 14





 


“Class M‐5 Certificates”:  Any one of the
Class M‐5 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 2.


“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)
86.00% 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‐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 2.


“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) 88.50% 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.


 15





“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‐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 2.


“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) 91.00% 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‐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‐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 2.


 16





“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) 93.00% 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‐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‐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 2.


“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) 95.50% 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.


 17





“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‐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 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 2 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‐18, executed,
authenticated and delivered by the Trustee, evidencing the ownership of the Class R‐1 Interest and the Class R‐2
Interest.


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


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


“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‐19, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class R‐CX
Interest.


 18





“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‐20, 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.


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


“Closing Date”:  February 5, 2004.


“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 2004‐1,
Asset‐Backed Certificates, Series 2004‐1,” 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 Depositor and the Master Servicer. 


“Corresponding Certificates”:  With respect to
(i) REMIC 1 Regular Interest LT1-A1, (ii) REMIC 1 Regular Interest LT1-A2, (iii) REMIC 1 Regular Interest LT1-A3, (iv)
REMIC 1 Regular Interest LT1‐A4, (v) REMIC 1 Regular Interest LT1‐A5, (vi) REMIC 1 Regular Interest LT1-M1,
(vii) REMIC 1 Regular Interest LT1-M2, (viii) REMIC 1 Regular Interest LT1-M3, (ix) REMIC 1 Regular Interest LT1-M4,
(x) REMIC 1 Regular Interest LT1-M5, (xi) REMIC 1 Regular Interest LT1‐M6, (xii) REMIC 1 Regular Interest
LT1‐M7, (xiii) REMIC 1 Regular Interest LT1‐M8, (xiv) REMIC 1 Regular Interest LT1‐M9, (xv) REMIC 1 Regular
Interest LT1‐B, (xvi) the Class C Interest and (xvii) REMIC 1 Regular Interest LT1-P and the Class P Interest,
(i) the Class A‐1 Certificates, (ii) the Class A‐2 Certificates, (iii) the Class A-3 Certificates, (iv)
the Class A‐4 Certificates, (v) the Class A‐5 Certificates, (vi) the Class M‐1 Certificates,
(vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M‐4 Certificates,
(x) the Class M‐5 Certificates, (xi) the Class M‐6 Certificates, (xii) the Class M‐7 Certificates,
(xiii) the Class M‐8 Certificates, (xiv) the Class M‐9 Certificates, (xv) the Class B Certificates, (xvi) the
Class C Certificates and (xvii) the Class P Certificates, respectively.


 19





“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 Percentage”:  With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses
incurred (less any Subsequent Recoveries allocated to the Certificate Principal Balance of any Certificate) from the Cut‐off
Date to the last day of the calendar month preceding such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut‐off Date.


“Cumulative Loss Trigger Event”:  A Cumulative Loss
Trigger Event has occurred with respect to any Distribution Date in or after March 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


	
March 2007 through February 2008

	
3.00% for the first month, plus an additional 1/12th of 1.00%
for each month thereafter.


	
March 2008 through February 2009

	
4.00% for the first month, plus an additional 1/12th of 1.00%
for each month thereafter.


	
March 2009 through February 2010

	
5.00% for the first month, plus an additional 1/12th of 0.25%
for each month thereafter.


	
March 2010 and thereafter

	
5.25% 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, February 1, 2004; 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.


 20





“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 43.00% 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.


 21





“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 2004‐1, Asset‐Backed Certificates, Series 2004‐1” 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 March
2004.


 22





“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.


“Effective Date”:  As defined in Section 3.13
hereof.


“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, FA is the
Sub-Servicer, any account maintained with Washington Mutual Bank, FA shall be an Eligible Account if the long-term unsecured debt
obligations of Washington Mutual Bank, FA 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, FA are rated no
lower than A‐2 by S&P, provided that if thelong-term unsecured debt obligations of
Washington Mutual Bank, FA are downgraded by S&P to a rating lower than “A‐” or the short-term
unsecured debt obligations of Washington Mutual Bank, FA are downgraded by S&P to a rating lower than A‐2, Washington
Mutual Bank, FA shall transfer the deposits in any account maintained by Washington Mutual Bank, FA (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 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 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.


 23





“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 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, 3.16(c) or 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.


“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, the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate. 


“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.


“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 $2,898,187,242.98.


 24





“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”:  For 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”:  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 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 Certificates”:  The Class A-1
Certificates and the Class A-2 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) 67.00% 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 $14,490,982.85.


 25





“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 $1,601,812,775.88.


“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”:  For 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 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 Certificates”:  The Class A-3
Certificates, the Class A-4 Certificates and the Class A-5 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) 67.00% 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 $8,009,089.53.


 26





“Indenture”:  The indenture or a document of similar
import, if any, entered into following the Closing Date, by one or more Affiliates of the Depositor or one or more entities
sponsored by an Affiliate of the Depositor 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
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.


“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 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 constitute Subsequent Recoveries with
respect to such Mortgage Loan.


 27





“Insured NIM Notes”:  Net interest margin
securities, if any, issued by one or more Affiliates of the Depositor or by one or more entities sponsored by an Affiliate of the
Depositor 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.


“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.


“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, Subsequent Recoveries or otherwise, which represent
late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent on a contractual basis for such Due Period and not previously recovered.


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


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


(ii)        If on such Interest
Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be
the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest
Rate.


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


 28





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


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


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


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


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


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


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


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


“Lost Note Affidavit”:  With respect to any Mortgage
Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, an affidavit from the
Seller certifying that the original Mortgage Note has been lost or destroyed (together with a copy of the related Mortgage Note and
indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in the
form of Exhibit H hereto.


 29





Marker Rate: With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted average of the Pass‐Through Rates for REMIC 1
Regular Interests LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1‐M8,
LT1‐M9, LT1‐B and LT1-ZZ, with the rates on each such REMIC 1 Regular Interest subject to a cap equal to the lesser of
(i) LIBOR plus the related Certificate Margin and the related Net WAC Rate for the Corresponding Certificate for such REMIC 1
Regular Interest, and the rate on REMIC 1 Regular Interest LT1‐ZZ subject to a cap of zero for purposes of this calculation
and with the rates on all of the REMIC 1 Regular Interests multiplied by a fraction the numerator of which is the actual number of
days elapsed in the Accrual Period for each such REMIC 1 Regular Interest and the denominator of which is 30.


“Master Servicer”:  Long Beach Mortgage Company, a
Delaware corporation, or any successor servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.


“Master Servicer Event of Default”:  One or more of
the events described in Section 7.01.


“Master Servicer Prepayment Charge Payment Amount”: 
The amounts (i) payable by the Master Servicer in respect of any Prepayment Charges waived other than in accordance with the
standard set forth in Section 2.04(a)(viii) or (ii) collected from the Master Servicer in its capacity as Seller in
respect of a remedy for the breach of the representation and warranty made by the Master Servicer in its capacity as Seller set
forth in Section 2.04(a)(vii).


“Master Servicer Remittance Date”:  With respect to
any Distribution Date, 3:00 p.m. New York time on the Business Day preceding the Distribution Date.


“Master Servicer Termination Test”:  With respect to
any Distribution Date, the Master Servicer Termination Test will be failed with respect to the Master Servicer if the Cumulative
Loss Percentage exceeds 6.125%.


“Maximum Cap Rate”: 


For any Distribution Date and the Group I Senior Certificates, a per annum
rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans, weighted on the
basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.


For any Distribution Date and the Group II Senior Certificates, a per annum
rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.


 30





For any Distribution Date and the Mezzanine Certificates and the Class B
Certificates, a per annum rate equal to (a) the weighted average (weighted on the basis of the results of subtracting from the
aggregate principal balance of each Loan Group, the sum of the current Certificate Principal Balances of the related Classes of the
Class A Certificates) of (i) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and (ii)
the weighted average of the Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, multiplied by (b) a fraction the
numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period plus (c)
the excess of the then applicable maximum rate set forth in Cap Agreement #1 minus the then applicable strike rate set forth in Cap
Agreement #1 (such excess to be adjusted if the applicable notional balance exceeds the Certificate Principal Balance of the
applicable Certificates for such Distribution Date).


“Maximum LT1-ZZ Uncertificated Accrued Interest Deferral
Amount”: With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest calculated with the
Uncertificated Pass-Through Rate for REMIC 1 Regular Interest LT1-ZZ and an Uncertificated Principal Balance equal to the excess of
(x) the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-ZZ over (y) the REMIC 1 Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Accrued Interest on REMIC 1 Regular Interests LT1-A1, LT1-A2, LT1-A3,
LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9 and LT1‐B, with the rate on each such
REMIC 1 Regular Interest subject to a cap equal to the Pass-Through Rate on the Corresponding Certificate for the purpose of this
calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related
caps with respect to all of the REMIC 1 Regular Interests shall be multiplied by a fraction, the numerator of which is the actual
number of days in the Accrual Period and the denominator of which is 30.


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


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


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


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


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


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


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


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


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


“Mortgage Loan”:  Each mortgage loan transferred and
assigned to the Trustee and delivered to the Trustee or another Custodian pursuant to Section 2.01 or
Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.


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


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


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


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


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


32





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


(v)          the original
months to maturity;


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


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


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


(ix)          the stated
maturity date;


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


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


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


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


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


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


(xvi)        the Mortgage Rate at
origination;


(xvii)       a code indicating the
documentation program;


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


(xix)        the Value of the Mortgaged
Property;


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


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


33





(xxii)       the date of
origination;


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


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


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


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


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


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


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


(xxx)       a code indicating that such
Mortgage Loan is covered under the PMI Policy.


The Mortgage Loan Schedule shall set forth the following information,
with respect to the Mortgage Loans in the aggregate as of the Cut‐off Date:  (1) the number of Mortgage Loans;
(2) the Cut‐off Date Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans and (4) the weighted average maturity of the Mortgage Loans.  The Mortgage Loan Schedule shall be
amended from time to time by the Master Servicer in accordance with the provisions of this Agreement.  With respect to any
Qualified Substitute Mortgage Loan, Cut‐off Date shall refer to the related Cut‐off Date for such Mortgage Loan,
determined in accordance with the definition of Cut‐off Date herein.  The Mortgage Loan Schedule shall clearly identify
the Mortgage Loans that are included in Group I Mortgage Loans and those that are included in Group II Mortgage
Loans.


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


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


“Mortgage Rate”:  With respect to each Fixed Rate
Mortgage Loan, the annual rate set forth in the related Mortgage Note, as amended, modified or supplemented from time to
time.  With respect to each Adjustable Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan
from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of
determination until the first Adjustment Date following the Cut‐off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut‐off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next
highest or nearest 0.001% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note,
plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note.  With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan became an REO Property.


34





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


“Mortgagor”:  The obligor on a Mortgage
Note.


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


“Net Monthly Excess Cashflow”:  With respect to each
Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the
positive excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of
(A) the Monthly Interest Distributable Amounts for the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
Amount.


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


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


“Net WAC Rate”: 


For any Distribution Date and the Group I Senior Certificates, a per annum
rate equal to (a)  the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the
basis of the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.  For federal income tax purposes, the Net WAC Rate for the Group I Senior Certificates shall be
expressed as a rate equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-1GRP multiplied by a
fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual
Period.


For any Distribution Date and the Group II Senior Certificates, a per annum
rate equal to (a) the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of
the Stated Principal Balances thereof as of the Due Date in the month preceding the month of such Distribution Date multiplied by
(b) a fraction the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related
Accrual Period.  For federal income tax purposes, the Net WAC Rate for the Group II Senior Certificates shall be expressed as
a rate equal to the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-2GRP multiplied by a fraction, the
numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual
Period.


35





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


“Net WAC Rate Carryover Amount”:  With respect to
the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and any Distribution Date for which the
Pass‐Through Rate for such Class of Certificates for such Distribution Date is the related Net WAC Rate, the sum of
(i) the positive excess of (A) the amount of interest that would have been payable to such Class of Certificates on such
Distribution Date if the Pass‐Through Rate for such Class of Certificates for such Distribution Date were calculated at the
related Formula Rate over (B) the amount of interest payable on such Class of Certificates at the related Net WAC Rate for
such Distribution Date and (ii) the related Net WAC Rate Carryover Amount for the previous Distribution Date not previously
paid together with interest thereon at a rate equal to the related Formula Rate for such Class of Certificates for the most
recently ended Accrual Period.


“New Lease”:  Any lease of REO Property entered into
on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate
the terms of such lease.


“NIM Notes”:  The Insured NIM Notes and the Other
NIM Notes. 


“NIMS Insurer”:  A Person, or any of its successors
that shall be the insurer under an insurance policy insuring certain payments on Insured NIM Notes, if any, provided, however, upon
the occurrence of certain events (as set forth in the Indenture and/or any other agreement among such Person, Long Beach Asset
Holdings Corp., the Master Servicer, the Trustee and other Persons), the NIMS Insurer shall be the Person designated in the
Indenture or such other agreement.  If none of the net interest margin securities have been issued by one or more of the
Affiliates of the Depositor or by one or more entities which are sponsored by an Affiliate of the Depositor, that are insured by an
insurance policy, there shall be no NIMS Insurer under this Agreement, all references to the NIMS Insurer or Insured NIM Notes in
this agreement are for administrative convenience only, shall be completely disregarded and no Person shall have any rights of the
NIMS Insurer under this Agreement.


“NIMS Insurer Default”:  The existence and
continuation of any default by the NIMS Insurer (including a failure by the NIMS Insurer to make a payment) under an insurance
policy or policies issued in connection with the Indenture.


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


36





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


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


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


“Optional Termination Date”:  The first Distribution
Date on which the Terminator may elect to terminate the Trust Fund pursuant to Section 9.01.


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


“Original Class Notional Amount”:  With respect to
the Class C Interest, $4,500,000,018.86.


“Other NIM Notes”:  Net Interest Margin Securities,
if any, issued by one or more Affiliates of the Depositor or by one or more entities sponsored by an Affiliate of the Depositor,
which are backed, in whole or in part, by the cashflow on certain Class C Certificates and Class P Certificates and not
insured by any NIMS Insurer.


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


“Overcollateralization Floor”: 
$22,500,072.38.


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


“Overcollateralization Target Amount”:  With respect
to any Distribution Date (i) prior to the Stepdown Date, 1.50% of the aggregate Cut-off Date Principal Balance of the Closing
Date Mortgage Loans, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (x) the
lesser of (I) 1.50% of the aggregate Cut-off Date Principal Balance of the Closing Date Mortgage Loans and (II) 3.00% of
the aggregate Stated Principal Balance of the Mortgage Loans on the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections
of principal received during the related Prepayment Period) and (y) the Overcollateralization Floor, and (iii) on or
after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding
Distribution Date. 


37





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


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


“Pass‐Through Rate”:


With respect to the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates for any Distribution Date (other than the first Distribution Date), the lesser of (x) the related Formula
Rate for such Distribution Date and (y) the related Net WAC Rate for such Distribution Date. 


With respect to the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates and the first Distribution Date, the related Formula Rate for such Distribution Date;


For federal income tax purposes, the Pass-Through Rate will be calculated
without respect to any amounts paid in excess of the applicable strike rate set forth in Cap Agreement #1, which such amounts shall
be deemed to be paid in respect of Net WAC Rate Carryover Amounts and paid outside of any REMIC created herein.


With respect to the Class C Interest and any Distribution Date, a per annum
rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to
clauses (A) through (R) below, and the denominator of which is the aggregate of the Uncertificated Principal Balances of
REMIC 1 Regular Interests LT1-AA, LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6,
LT1-M7, LT1‐M8, LT1‐M9, LT1‐B, LT1-ZZ and LT1-P.  For purposes of calculating the Pass‐Through Rate
for the Class C Interest, the numerator is equal to the sum of the following components:


38





(A)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-AA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-AA;


(B)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-A1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A1;


(C)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-A2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A2;


(D)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-A3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A3;


(E)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-A4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A4;


(F)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-A5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A5;


(G)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M1;


(H)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M2;


(I)        the Uncertificated
REMIC 1 Pass‐Through Rate for REMIC 1 Regular Interest LT1-M3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M3;


(J)        the Uncertificated
REMIC 1 Pass‐Through Rate for REMIC 1 Regular Interest LT1-M4 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M4;


(K)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M5;


(L)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M6;


39





(M)      the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M7 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M7;


(N)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M8 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M8;


(O)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-M9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M9;


(P)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-B minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-B;


(Q)       the Uncertificated REMIC 1
Pass‐Through Rate for REMIC 1 Regular Interest LT1-ZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-ZZ; and


(R)       100% of the interest on REMIC 1
Regular Interest LT1-P.


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


“Percentage Interest”:  With respect to any
Certificate (other than a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance or Initial Notional Amount represented by such Certificate and the denominator of which is the
Original Class Certificate Principal Balance or Original Class Notional Amount of the related Class.  With respect to a
Residual Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, with respect to each Class referred to in this paragraph, that the sum of all such
percentages for each such Class totals 100%.


“Periodic Rate Cap”:  With respect to each
Adjustable Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which
is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum
Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such
Adjustment Date.


“Permitted Investments”:  Any one or more of the
following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed
by the Depositor, the Master Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates or for which an
Affiliate of the NIMS Insurer or the Trustee serves as an advisor:


(i)         direct obligations of,
or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;


40





(ii)        (A) demand and time
deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution
or trust company (including the Trustee or its agents acting in their commercial capacities) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so
long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or
trust company (or, if the only Rating Agency is S&P, in the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository institution holding company) or its ultimate parent has a
short‐term uninsured debt rating in one of the two highest available ratings of Fitch and the highest available rating
category of Moody’s and S&P and provided that each such investment has an original maturity of no more than 365 days; and
provided further that, if the only Rating Agency is S&P and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of
the bank holding company; and, provided further that, if the original maturity of such short‐term obligations of a domestic
branch of a foreign depository institution or trust company shall exceed 30 days, the short‐term rating of such institution
shall be A‐1+ in the case of S&P if S&P is the Rating Agency; and (B) any other demand or time deposit or
deposit which is fully insured by the FDIC;


(iii)       repurchase obligations with a term
not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository
institution or trust company (acting as principal) rated F‐1+ or higher by Fitch, rated A‐1+ by S&P and rated A2 or
higher by Moody’s;


(iv)       securities bearing interest or sold
at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof
and that are rated by each Rating Agency in its highest long‐term unsecured rating category at the time of such investment or
contractual commitment providing for such investment;


(v)        commercial paper (including
both non‐interest‐bearing discount obligations and interest‐bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition thereof) that is rated by each Rating Agency in its highest
short‐term unsecured debt rating available at the time of such investment;


(vi)       units of taxable money market funds
(which may be 12b‐1 funds, as contemplated under the rules promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940), which funds have the highest rating available for such securities from the Rating Agencies or
which have been designated in writing by the Rating Agencies as Permitted Investments; and


41





(vii)      if previously confirmed in writing to
the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable
to the Rating Agencies in writing as a permitted investment of funds backing securities having ratings equivalent to its highest
initial rating of the Class A Certificates;


provided, that no instrument described hereunder shall evidence either the
right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and
interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying
obligations.


The Trustee or its Affiliates are permitted to receive additional
compensation (such compensation shall not be an expense of the Trust or constitute an Extraordinary Trust Fund Expense) that could
be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted
Investments.


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


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


“Plan”:  Any employee benefit plan or certain other
retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.


“PMI Insurer”:  None of the Mortgage Loans are
insured by a primary mortgage insurance policy.  References to the PMI Insurer, PMI Insurer Fee, PMI Insurer Fee Rate, PMI
Mortgage Loans and PMI Policy are left in this Agreement for administrative convenience and shall be completely disregarded. 
There are no PMI Mortgage Loans nor any PMI Insurer under this Agreement and no Person shall have any rights of the PMI Insurer
under this Agreement.


“PMI Insurer Fee”:  The amount payable to the PMI
Insurer on each Distribution Date, which amount shall equal one twelfth of the product of (i) the PMI Insurer Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the PMI Mortgage Loans and any related REO Properties as of the
first day of the related Due Period.


“PMI Insurer Fee Rate”:  0.00% per annum.


42





“PMI Mortgage Loans”:  The Mortgage Loans insured by
the PMI Insurer set forth on the list of Mortgage Loans attached hereto as Schedule IV.  There are no PMI Mortgage Loans
under this Agreement.


“PMI Policy”:  Not applicable.


“Prepayment Assumption”:  The pricing prepayment
assumption as described in the Prospectus Supplement.


“Prepayment Charge”:  With respect to any Mortgage
Loan, the charges or premiums, if any, due in connection with a full or partial prepayment of such Mortgage Loan in accordance with
the terms thereof (other than any Master Servicer Prepayment Charge Payment Amount).


“Prepayment Charge Schedule”:  As of the
Cut‐off Date, a list attached hereto as Schedule I (including the Prepayment Charge Summary attached thereto), setting
forth the following information with respect to each Prepayment Charge:


(i)         the Mortgage Loan
identifying number;


(ii)        a code indicating the type of
Prepayment Charge;


(iii)       the state of origination of the
related Mortgage Loan;


(iv)       the date on which the first monthly
payment was due on the related Mortgage Loan;


(v)        the term of the related
Prepayment Charge; and


(vi)       the principal balance of the
related Mortgage Loan as of the Cut‐off Date.


The Prepayment Charge Schedule shall be amended from time to time by
the Master Servicer in accordance with the provisions of this Agreement and a copy of each related amendment shall be furnished by
the Master Servicer to the NIMS Insurer and the Trustee.


“Prepayment Interest Shortfall”:  With respect to
any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment
in full or in part that was applied by the Master Servicer to reduce the outstanding principal balance of such loan on a date
preceding the Due Date in the succeeding Prepayment Period, an amount equal to interest at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment for the lesser of (i) the number of days commencing on the date on which the prepayment is
applied and ending on the last day of the related Prepayment Period and (ii) 30 days.  The obligations of the Master
Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.


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


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“Prime Rate”:  The prime rate of United States money
center commercial banks as published in The Wall Street Journal.


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


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


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


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


“Prospectus Supplement”:  That certain Prospectus
Supplement dated February 3, 2004 relating to the public offering of the Class A Certificates and the Mezzanine
Certificates.


“Purchase Price”:  With respect to any Mortgage Loan
or REO Property to be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee, an amount equal to
the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the Mortgagor or
by an advance by the Master Servicer through the end of the calendar month in which the purchase is to be effected and (y) an
REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Net Mortgage Rate in effect
from time to time from the Due Date as to which interest was last paid by the Mortgagor or by an advance by the Master Servicer
through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus
(2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net
rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed in
respect of REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances, Advances and
Nonrecoverable Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.11
(a)(ix) and Section 3.16(b), (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
enforcement expenses reasonably incurred or to be incurred by the NIMS Insurer, the Master Servicer or the Trustee in respect of
the breach or defect giving rise to the purchase obligation and (vi) in the case of a Mortgage Loan required to be repurchased
pursuant to Section 2.03 because such Mortgage Loan is in breach of the representation in Section 6(xlvi) of the Mortgage Loan
Purchase Agreement, any additional costs or damages in excess of the amounts to be paid pursuant to clauses (i) through (v) above
(including attorney’s fees) incurred by the Trust as a result of the Trust’s status as an assignee or purchaser of such
Mortgage Loans.


44





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


“Qualified Insurer”:  Any insurance company
acceptable to Fannie Mae and Freddie Mac.


“Qualified Substitute Mortgage Loan”:  A mortgage
loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement or the Mortgage Loan Purchase Agreement which
must, on the date of such substitution, (i) have an outstanding principal balance (or in the case of a substitution of more
than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5.00% less than, the
outstanding principal balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution
occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum
Mortgage Rate not greater than the Maximum Mortgage Rate on the Deleted Mortgage Loan and have a Minimum Mortgage Rate not less
than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (v) if the
Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than two months later
than the next Adjustment Date on the Deleted Mortgage Loan, (vi) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (vii) be current (with no contractual delinquencies outstanding) as of
the date of substitution, (viii) have a Loan‐to‐Value Ratio as of the date of substitution equal to or lower than the
Loan‐to‐Value Ratio of the Deleted Mortgage Loan as of such date, (ix) have a risk grading determined by the
Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan, (x) have been underwritten or reunderwritten by
the Seller in accordance with the same or, as determined by the Seller, more favorable, underwriting guidelines as the Deleted
Mortgage Loan, (xi) with respect to Qualified Substitute Mortgage Loans substituted for Deleted Mortgage Loans that are
Group I Mortgage Loans, have had an original Principal Balance that conformed to Fannie Mae and Freddie Mac loan limits as of
the date of its origination, (xii) be secured by the same property type as the Deleted Mortgage Loan, (xiii) have a lien
priority equal to or superior to that of the Deleted Mortgage Loan, (xiv) be covered by the PMI Policy if the Deleted Mortgage
Loan was covered by the PMI Policy, and (xv) conform to each representation and warranty set forth in Section 6 of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan.  In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances (applied separately for the Group I Mortgage Loans and Group II Mortgage Loans),
the Mortgage Rates described in clauses (ii) through (v) hereof shall be satisfied for each such mortgage loan, the risk
gradings described in clause (ix) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (vi)
hereof shall be determined on the basis of weighted average remaining term to maturity (provided that no such mortgage loan may
have a remaining term to maturity longer than the Deleted Mortgage Loan), the Loan‐to‐Value Ratios described in clause
(viii) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xv) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or
in the aggregate, as the case may be.


45





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


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


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


“Record Date”:  With respect to (i) the Class P
Certificates, the Class C Certificates, the Residual Certificates and any Definitive Certificates, the Close of Business on the
last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and (ii) with
respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates, the Close of Business on the Business
Day immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive
Certificates for a Class A Certificate, a Mezzanine Certificate or a Class B Certificate are available pursuant to
Section 5.02, the Record Date for such Certificates shall be the last Business Day of the calendar month preceding the month
in which the related Distribution Date occurs. 


“Recording Documents”:  As defined in Section 2.01
hereof.


“Reference Banks”:  Those banks (i) with an
established place of business in London, England, (ii) not controlling, under the control of or under common control with the
Depositor, the Seller or the Master Servicer or any affiliate thereof and (iii) which have been designated as such by the
Trustee with the consent of the NIMS Insurer; provided, however, that if fewer than two of such banks provide a LIBOR
rate, then any leading banks selected by the Trustee with the consent of the NIMS Insurer which are engaged in transactions in
United States dollar deposits in the international Eurocurrency market.


46





“Refinanced Mortgage Loan”:  A Mortgage Loan the
proceeds of which were not used to purchase the related Mortgaged Property.


“Regular Certificates”:  The Class A Certificates,
the Mezzanine Certificates, the Class B Certificates, the Class C Certificates and the Class P Certificates.


“Relief Act”:  The Servicemembers Civil Relief Act
of 2003.


“Relief Act Interest Shortfall”:  With respect to
any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible
thereon for the most recently ended Due Period as a result of the application of the Relief Act, the amount by which
(i) interest collectible on such Mortgage Loan during such Due Period is less than (ii) one month’s interest on the
Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the application of the
Relief Act.


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


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


“REMIC 1 Interest Loss Allocation Amount”:  With
respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Principal Balance of the
Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 1 Pass‐Through Rate
for REMIC 1 Regular Interest LT1-AA minus the Marker Rate, divided by (b) 12.


“REMIC 1 Overcollateralization Target Amount
”:  0.50% of the Overcollateralization Target Amount.


47





“REMIC 1 Overcollateralized Amount”:  With respect
to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-A1, REMIC 1 Regular Interest LT1-A2, REMIC 1 Regular Interest LT1-A3, REMIC 1 Regular Interest
LT1-A4, REMIC 1 Regular Interest LT1-A5, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1 Regular Interest
LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1 Regular Interest
LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1‐B, REMIC 1 Regular
Interest LT1-ZZ and REMIC 1 Regular Interest LT1-P minus (ii) the aggregate of the Uncertificated Principal Balances of REMIC
1 Regular Interest LT1-A1, REMIC 1 Regular Interest LT1-A2, REMIC 1 Regular Interest LT1-A3, REMIC 1 Regular Interest LT1-A4, REMIC
1 Regular Interest LT1-A5, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1 Regular Interest LT1-M3, REMIC
1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1 Regular Interest LT1-M7, REMIC
1 Regular Interest LT1‐M8, REMIC Regular Interest LT1-M9 and REMIC 1 Regular Interest LT1-P, in each case as of such date of
determination.


“REMIC 1 Principal Loss Allocation Amount”: 
With respect to any Distribution Date, an amount equal to the product of (i) 0.50% of the aggregate Principal Balance of the
Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is 2 times the
aggregate of the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1,
LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8 and LT1‐M9 and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 1 Regular Interests LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3,
LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1‐M9 and LT1-ZZ.


“REMIC 1 Regular Interest LT1-A1”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-A1 shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-A2”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-A2 shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-A3”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-A3 shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


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“REMIC 1 Regular Interest LT1-A4”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-A4 shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-A5”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-A5 shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-AA”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1.  REMIC 1 Regular Interest LT1-AA shall accrue interest at the related Uncertificated
REMIC 1 Pass‐Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-B”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-B shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M1”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M1 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M2”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M2 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M3”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M3 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


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“REMIC 1 Regular Interest LT1-M4”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M4 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M5”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M5 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M6”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M6 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M7”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M7 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M8”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M8 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1-M9”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-M9 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interest LT1‐P”: One of the
separate non‐certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in
REMIC 1.  REMIC 1 Regular Interest LT1‐P shall accrue interest at the related Uncertificated REMIC 1 Pass‐Through
Rate in effect from time to time, and shall be entitled to any Prepayment Charges relating to the Mortgage Loans collected by the
Master Servicer and to a distribution of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


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“REMIC 1 Regular Interest LT1-ZZ”:  One of the
separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC
1.  REMIC 1 Regular Interest LT1-ZZ shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.


“REMIC 1 Regular Interests”:  REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interest LT1-A1, REMIC 1 Regular Interest LT1-A2, REMIC 1 Regular Interest LT1-A3,
REMIC 1 Regular Interest LT1-A4, REMIC 1 Regular Interest LT1-A5, REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2,
REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6,
REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest
LT1‐B, REMIC 1 Regular Interest LT1-ZZ, REMIC 1 Regular Interest LT1‐P, REMIC 1 Regular Interest LT1-1SUB, REMIC 1
Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1 Regular Interest
LT1-XX.


“REMIC 1 Subordinated Ratio”:  With respect to any
Distribution Date, the ratio that (i) the excess of (a) the aggregate Stated Principal Balance of the Mortgage Loans in a Loan
Group as of that Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A Certificates related to such
Loan Group immediately prior to such Distribution Date, bears to (ii) the aggregate Stated Principal Balance of the Mortgage Loans
in the Loan Group as of that Distribution Date.


“REMIC 2”:  The segregated pool of assets
consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the
Regular Certificates (other than the Class C Certificates and the Class P Certificates), REMIC CX, as the holder of the Class
C Interest, REMIC PX as holder of the Class P Interest, and the Class R Certificateholders, as holders of the Class R‐2
Interest, pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election
is to be made.


“REMIC 2 Regular Interests”:  The Class C
Interest and the Class P Interest.


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


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


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


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


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


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


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


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


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


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


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


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


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


“Reserve Fund”:  The reserve fund established
pursuant to Section 3.26.


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“Reserve Interest Rate”:  With respect to any
Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest whole multiple of 0.03125%) of the one‐month United States dollar lending rates which
banks in New York City selected by the Trustee with the consent of the NIMS Insurer are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that
the Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial Interest
Determination Date, the lowest one‐month United States dollar lending rate which such New York banks selected by the Trustee
with the consent of the NIMS Insurer are quoting on such Interest Determination Date to leading European banks.


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


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


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


“Responsible Officer”:  When used with respect to
the Trustee, any managing director, director, associate, principal, vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.


“S&P”:  Standard & Poor’s, a division
of The McGraw‐Hill Companies, Inc., or its successor in interest.


“Seller”:  Long Beach Mortgage Company, a Delaware
corporation, or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.


“Servicing Account”:  The account or accounts
created and maintained pursuant to Section 3.09.


“Servicing Advances”:  All customary, reasonable and
necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the
Master Servicer in the performance of its servicing obligations in connection with a default, delinquencies or other unanticipated
event or where reimbursement is otherwise permitted in accordance with any of the terms of this Agreement, including, but not
limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and
(iv) compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23.


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“Servicing Fee”:  With respect to each Mortgage Loan
and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan
accrues for such calendar month.  A portion of such Servicing Fee may be retained by any Sub‐Servicer as its servicing
compensation.


“Servicing Fee Rate”:  0.50% per annum.


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


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


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


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


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“Stepdown Date”:  The earlier of (a) the later
of (i) the Distribution Date in March 2007 and (ii) the first Distribution Date on which the Credit Enhancement Percentage
(calculated for this purpose only after taking into account payments of principal on the Mortgage Loans due on the related Due Date
or received during the related Prepayment Period but prior to distribution of the Principal Distribution Amount in respect of the
Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to 33.00% and
(b) the date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to
zero.


“Subordinated Net WAC
Rate”:  For any Distribution Date and the Mezzanine Certificates and the Class B Certificates, a per
annum rate equal to (i) the weighted average (weighted on the basis of Uncertificated Principal Balances) of (a) the Uncertificated
REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-1SUB for such Distribution Date (with such rate subject to a cap and a
floor equal to the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the
Stated Principal Balances thereof as of the Due Date in the month preceding such Distribution Date), and (b) the Uncertificated
REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LT1-2SUB (with such rate subject to a cap and a floor equal to the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the Stated Principal Balances
thereof as of the Due Date in the month preceding such Distribution Date), (ii) multiplied by a fraction the numerator of which is
30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.


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


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


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


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


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


“Tax Returns”:  The federal income tax return on
Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of the REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal, state or local tax laws.


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“Telerate Page 3750”:  The display designated as
page “3750” on the Dow Jones Telerate Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major banks).


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


“Terminator”:  As defined in Section
9.01.


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


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


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


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


“Trust”:  Long Beach Mortgage Loan Trust
2004‐1, the trust created hereunder.


“Trust Fund”:  All of the assets of the Trust, which
is the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC CX, REMIC PX, the Reserve Fund and any Master
Servicer Prepayment Charge Payment Amounts and the Trust’s rights under each of the Cap Agreements.


“Trust REMIC”:  Any of REMIC 1, REMIC 2,
REMIC CX and/or REMIC PX.


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


“Trustee Fee”:  With respect to each Distribution
Date, one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (prior to giving effect to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received during the related Prepayment
Period). 


“Trustee Fee Rate”:  0.00045% per annum.


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


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“Uncertificated Principal Balance”:  With respect to
each REMIC Regular Interest, the principal amount of such REMIC Regular Interest outstanding as of any date of determination. 
As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance.  On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular
Interest on such Distribution Date pursuant to Section 4.05 and, if and to the extent necessary and appropriate, shall be
further reduced on such Distribution Date by Realized Losses as provided in Section 4.06, and the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT1-ZZ shall be increased by interest deferrals as provided in Section 4.05. 
The Uncertificated Principal Balance of each REMIC Regular Interest that has an Uncertificated Principal Balance shall never be
less than zero.  Notwithstanding the foregoing, the Uncertificated Principal Balance of (i) the Class C Interest shall always
be equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC 1 Regular
Interests over (B) the sum of the Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates, the
Class B Certificates and the Class P Interest.


“Uncertificated REMIC 1 Pass-Through Rate”:  With
respect to any Distribution Date and REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-A1, REMIC 1 Regular Interest
LT1-A2, REMIC 1 Regular Interest LT1-A3, REMIC 1 Regular Interest LT1-A4, REMIC 1 Regular Interest LT1-A5, REMIC 1 Regular Interest
LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4, REMIC 1 Regular Interest
LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8, REMIC 1 Regular Interest
LT1-M9, REMIC 1 Regular Interest LT1-B, REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-2SUB, and REMIC 1 Regular
Interest LT1-XX, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted
on the basis of the Stated Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the month of such
Distribution Date.


With respect to any Distribution Date and REMIC Regular Interest LT1-1GRP, a
per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the
basis of the Stated Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the month of such
Distribution Date.


With respect to any Distribution Date and REMIC Regular Interest LT1-2GRP, a
per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the Stated Principal Balances of such Mortgage Loans as of the Due Date in the month preceding the month of such
Distribution Date.


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


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


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


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


“Value”:  With respect to any Mortgaged Property,
the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae, and (ii) the purchase price
paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of
a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for
the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met
the minimum requirements of Fannie Mae.


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“Voting Rights”:   The portion of the voting rights
of all of the Certificates which is allocated to any Certificate.  At all times the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated among the
Holders of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates in
proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall
have 1% of the Voting Rights and the Class R Certificates shall have 1% of the Voting Rights, provided that, if and for so long as
the Class C Certificates and the Class P Certificates are held by one or more foreign entities and serve as collateral for the NIM
Notes, the total combined voting power of such Classes of Certificates shall not exceed 9.9%.  The Voting Rights allocated to
any Class of Certificates (other than the Class P Certificates and the Class R Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates and the Voting Rights
allocated to the Class P Certificates and the Class R Certificates shall be allocated among all Holders of each such Class in
proportion to such Holders’ respective Percentage Interest; provided, however, that when none of the Regular
Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Class R Certificates in accordance
with such Holders’ respective Percentage Interests in the Certificates of such Class.  The Class R‐CX Certificates
and the Class R‐PX Certificates shall not have Voting Rights.


“Washington Mutual Custodian”:  None of the Mortgage
Loans are held by the Washington Mutual Custodian as custodian.  References to the Washington Mutual Custodian are left in
this Agreement for administrative convenience and shall be completely disregarded.  There is no Washington Mutual Custodian
under this Agreement and no Person shall have any rights of the Washington Mutual Custodian under this Agreement.


“Washington Mutual Mortgage Loans”:  The Mortgage
Loans acquired by the Seller from Washington Mutual Bank, Washington Mutual Bank, FA, Washington Mutual Bank fsb, or from any of
their subsidiaries.


Section 1.02  Accounting.


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


Section 1.03  Allocation of Certain Interest Shortfalls.


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


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



For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1
Regular Interests for any Distribution Date: 


(a)        50% of any Net Prepayment
Interest and Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated
to REMIC 1 Regular Interest LT1-AA and REMIC 1 Regular Interest LT1-ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss
Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-A1,
REMIC 1 Regular Interest LT1-A2, REMIC 1 Regular Interest LT1-A3, REMIC 1 Regular Interest LT1-A4, REMIC 1 Regular Interest LT1-A5,
REMIC 1 Regular Interest LT1-M1, REMIC 1 Regular Interest LT1-M2, REMIC 1 Regular Interest LT1-M3, REMIC 1 Regular Interest LT1-M4,
REMIC 1 Regular Interest LT1-M5, REMIC 1 Regular Interest LT1-M6, REMIC 1 Regular Interest LT1-M7, REMIC 1 Regular Interest LT1-M8,
REMIC 1 Regular Interest LT1-M9, REMIC 1 Regular Interest LT1-B, REMIC 1 Regular Interest LT1-ZZ and REMIC 1 Regular Interest
LT1-P, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC 1 Regular Interest; and


(b)        50% of any Net Prepayment
Interest and Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated
to REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular
Interest LT1-2GRP, and REMIC 1 Regular Interest LT1-XX, pro rata based on, and to the extent of, one month’s interest
at the then applicable respective Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC 1 Regular
Interest.


Section 1.04 Rights of the NIMS Insurer.


(a)        Each of the rights of the NIMS
Insurer set forth in this Agreement shall exist so long as the Insured NIM Notes remain outstanding; provided, however, the NIMS
Insurer shall not have any rights hereunder (except as provided in Section 9.01) so long as any NIMS Insurer Default is
continuing.


(b)        Notwithstanding anything to
the contrary anywhere in this Agreement, all rights and benefits of the NIMS Insurer hereunder shall permanently terminate upon
such time as the Insured NIM Notes shall no longer be outstanding.


 


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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01  
Conveyance of Mortgage Loans.


The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in
and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase
Agreement (other than the Depositor’s rights under Section 17 thereof), the rights of the Depositor under each of the
Cap Agreements, and all other assets included or to be included in REMIC 1.  Such assignment includes all scheduled
payments on the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received
after the Cut-off Date (other than the portion of such collections due on or prior to the Cut-off Date).  The Depositor
herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, each of the Cap Agreements, the Cap
Assignment and the PMI Policy.


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


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


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


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


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(c)        an original Assignment in
blank;


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


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


(f)         the original
lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such
policy (or a copy of the above, in the case of the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as a
first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title
policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or
escrow company.


The Master Servicer, in its capacity as Seller, shall promptly (and in no
event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the
Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a
Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the
appropriate public office for real property records, each Assignment referred to in Sections 2.01(c) and (d) above and
shall execute each original Assignment referred to in clause (c) above in the following form:  “Deutsche Bank
National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any such Assignment is
lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, shall promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.  Notwithstanding the foregoing, the Assignments shall not be required to be
completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order
for such Rating Agency to assign the initial ratings to the Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance
policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master Servicer, in
its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur
of:  (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to
the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is
not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating
to the Mortgagor under the related Mortgage.  Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost
of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an
Extraordinary Trust Fund Expense.


If any of the documents referred to in Sections 2.01(b), (c), (d) or (e)
above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has been lost or such public recording
office  


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has retained the original of such document, the obligations of the Master Servicer, in its capacity as the Seller, to
deliver such Recording Documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the applicable Custodian
of a copy of each such Recording Document certified by the Seller in the case of (x) above or the applicable public recording
office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and
(2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt
thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording
Document certified by the applicable public recording office to be a true and complete copy of the original.  In instances
where, due to a delay on the part of the recording office where any such Recording Documents have been delivered for recordation,
the Recording Documents cannot be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the
Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an
Officer’s Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such
Recording Documents from the applicable recording office.  In the event that Recording Documents have still not been received
by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian by the date
specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as the case may be, the
Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian by such date an additional
Officer’s Certificate stating a revised date by which the Master Servicer, in its capacity as the Seller, expects to receive
the applicable Recording Documents.  This procedure shall be repeated until the Recording Documents have been received by the
Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian.  If the original
lender’s title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans) was not delivered
pursuant to Section 2.01(f) above, the Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered
to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date,
the original lender’s title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans). 
The Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable
Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any
Mortgage Loan.


All original documents relating to the Mortgage Loans that are not delivered
to the Trustee or the applicable Custodian are and shall be held by or on behalf of the Seller, the Depositor or the Master
Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders.  In the event that
any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document
shall be delivered promptly to the Trustee or the applicable Custodian.  Any such original document delivered to or held by
the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered
promptly to the Master Servicer.


The Mortgage Loans permitted by the terms of this Agreement to be included
in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement,
which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003), and (ii) Qualified
Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are
required to conform to, among other representations and warranties, the representation and warranty of the Seller that no
Subsequent Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November
27, 2003).  It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in
the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27,
2003.


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Section 2.02  Acceptance of REMIC 1 by the Trustee.


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


The Trustee or the Custodian, as applicable, agrees, for the benefit of the
Certificateholders, to review each Mortgage File on or before the Closing Date, with respect to each Mortgage Loan and to certify
to the Trustee, the NIMS Insurer, the Depositor and the Master Servicer in substantially the form attached hereto as
Exhibit F‐1 that, as to each Closing Date Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described
in Section 2.01(e)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents
have been reviewed by the Trustee or the Washington Mutual Custodian, as applicable and are not mutilated, torn or defaced unless
initialed by the related borrower and relate to such Mortgage Loan and (iii) based on the Trustee’s examination and only
as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii),
(xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the
definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File.  It is
herein acknowledged that, in conducting such review, neither the Trustee nor any Custodian is under any duty or obligation
(i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are
genuine, enforceable, or appropriate for the represented purpose (including with respect to Section 2.01(f), whether such
title insurance policy (a) contains all necessary endorsements, (b) insures the priority of the Mortgage as a first lien or (c)
whether the interest vested in the Mortgagor is a fee interest) or whether they have actually been recorded or that they are other
than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents
specified in clause (e) of Section 2.01.


Prior to the first anniversary date of this Agreement, the Trustee shall
deliver (or, with respect to the Mortgage Loans held by another Custodian, such Custodian shall deliver) to the Depositor, the
Master Servicer and the NIMS Insurer a final certification in the form annexed hereto as Exhibit F‐2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted thereon.


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If in the process of reviewing the Mortgage Files and making or preparing,
as the case may be, the certifications referred to above, the Trustee holding such Mortgage Files or any Custodian holding such
Mortgage Files finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material
respect, at the conclusion of its review the Trustee shall so notify or such other Custodian shall notify the Depositor, the
Seller, the NIMS Insurer and the Master Servicer.  In addition, upon the discovery by the Depositor, the Master Servicer or
the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in
respect of any Mortgage Loan which materially and adversely affects the value of such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other
parties.


Section 2.03 Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Master
Servicer; Remedies for Breaches Relating to Prepayment Charges.


(a)        Upon discovery or receipt of
notice of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by the
Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially and adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders (in the case of
any such representation or warranty made to the knowledge or the best of knowledge of the Seller, as to which the Seller has no
knowledge, without regard to the Seller’s lack of knowledge with respect to the substance of such representation or warranty
being inaccurate at the time it was made), the Trustee shall promptly notify the Depositor, the Seller, the NIMS Insurer and the
Master Servicer of such defect, missing document or breach and request that the Seller deliver such missing document or cure such
defect or breach within 90 days from the date the Seller was notified of such missing document, defect or breach (except as
described in Section 2.03(e)), and if the Seller does not deliver such missing document or cure such defect or breach in all
material respects during such period, the Master Servicer (or, in accordance with Section 3.02(b), the Trustee) shall enforce
the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC 1 at the
Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing
document, defect or breach, if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase
Agreement.  The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee
or a Custodian, as applicable, upon receipt of written certification from the Master Servicer of such deposit, shall release to the
Seller the related Mortgage File, and the Trustee or a Custodian on behalf of the Trustee, as applicable, shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it or such Custodian, as
applicable, and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and neither the Trustee nor
any Custodian shall have any further responsibility with regard to such Mortgage File.  In lieu of repurchasing any such
Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to
be removed from REMIC 1 (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified
Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d).  It is understood
and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a
document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such omission, defect or breach available to the Certificateholders, the Trustee on
behalf of the Certificateholders, and the NIMS Insurer.


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(b)        Within 90 days of the earlier
of discovery by the Depositor or receipt of notice by the Depositor of the breach of any representation or warranty of the
Depositor set forth in Section 2.05 with respect to any Mortgage Loan, which materially adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders, the Depositor shall cure such breach in all material
respects.


(c)        As promptly as practicable
(and no later than 90 days) after the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of
the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.04 which materially and
adversely affects the value of any Mortgage Loan or the interests of the Certificateholders in any Mortgage Loan, the Master
Servicer shall cure such breach in all material respects.


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


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


As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee (or, with respect to
the Mortgage Loans held by another Custodian, to such Custodian) on behalf of the Trustee, for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustments (as
described below), if any, in connection with such substitution.  The Trustee shall acknowledge or with respect to the Mortgage
Loans held by another Custodian such other Custodian shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans
and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor, the
Master Servicer and the NIMS Insurer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit F‐1, with any applicable exceptions noted thereon.  Within one
year of the date of substitution, the Trustee shall deliver or with respect to the Mortgage Loans held by another Custodian, such
other Custodian shall deliver to the  


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


For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amounts (the
“Substitution Adjustments”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans in Loan
Group I or Loan Group II, respectively, exceeds the aggregate of the Stated Principal Balance of the Qualified Substitute
Mortgage Loans that will become part of Loan Group I or Loan Group II, respectively, as of the date of substitution,
together with one month’s interest on such Stated Principal Balance at the applicable Net Mortgage Rate, plus all outstanding
Advances and Servicing Advances with respect to such Deleted Mortgage Loan.  On the date of such substitution, the Seller will
deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to the sum of
Substitution Adjustments, if any (which for federal income tax purposes will be treated as payment for the repurchase of that
portion of the Deleted Mortgage Loans), and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans
(or acknowledgement of such receipt by another Custodian) and certification by the Master Servicer of such deposit, shall release
or, if such Mortgage File is held by another Custodian, such Custodian shall release to the Seller the related Mortgage File or
Files and the Trustee shall execute and deliver or, if such Mortgage File is held by another Custodian, such Custodian shall
execute and deliver such instruments of transfer or assignment, without recourse, as the Seller shall deliver to it or such
Custodian, as applicable, and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.


In addition, the Master Servicer in its capacity as Seller shall obtain at
its own expense and deliver to the NIMS Insurer and the Trustee an Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on  REMIC 1, created hereunder, including without limitation, any federal
tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on contributions after the
startup day under Section 860G(d)(1) of the Code, or (b) any Trust REMIC hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding.


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


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


(a)        The Master Servicer hereby
represents, warrants and covenants to the Trustee, for the benefit of the Trustee and the Certificateholders, and to the Depositor,
that as of the Closing Date or as of such date specifically provided herein:


(i)         The Master Servicer is a
corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, is duly
authorized and qualified to transact any and all business contemplated by this Agreement and has all licenses necessary to carry on
its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties
are located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the
Master Servicer or to ensure the enforceability or validity of each Mortgage Loan and, in any event, is in compliance with the
doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service
the Mortgage Loans in accordance with the terms of this Agreement;


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


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(iii)       The execution and delivery of this
Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation by the
Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of
the charter or by‐laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or
result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by
which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to,
bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it,
which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely
affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business,
operations, financial condition, properties or assets of the Master Servicer taken as a whole;


(iv)       The Master Servicer is an approved
seller/servicer for Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and
Section 211 of the National Housing Act;


(v)        No litigation is pending
against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement
or the ability of the Master Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof;


(vi)       No consent, approval, authorization
or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer
of, or compliance by the Master Servicer with, this Agreement or the consummation by the Master Servicer of the transactions
contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date;


(vii)      The information set forth in the
Prepayment Charge Schedule is complete, true and correct in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms under applicable
law upon the Mortgagor’s voluntary principal prepayment (except to the extent that:  (1) the enforceability thereof may
be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights
generally; or (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other
involuntary prepayment); provided that the representation, warranty and covenant contained in this clause (vii) is made by the
Master Servicer only in its capacity as Seller; and


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(viii)      The Master Servicer will not waive any
Prepayment Charge or part of a Prepayment Charge unless such waiver is related to a default or a reasonably foreseeable default and
would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and
doing so is standard and customary in servicing mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment
Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable
default).


(ix)       With respect to each Mortgage Loan,
the Master Servicer will furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage
Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.  The Master Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant
to Fannie Mae Guide Announcement 95-19 and that for each Mortgage Loan, the Master Servicer agrees it shall report one of the
following statuses each month as follows:  new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
charged-off.


(b)        It is understood and agreed
that the representations, warranties and covenants set forth in this Section 2.04 shall survive delivery of the Mortgage Files
to the Trustee or a Custodian, as the case may be, and shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders.  Upon discovery by any of the Depositor, the Master Servicer or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan,
Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery) to the other of such parties.  The obligation
of the Master Servicer set forth in Section 2.03(c) to cure breaches (or, in the case of (a)(vii) or (a)(viii) above, to
pay a Master Servicer Prepayment Charge Payment Amount) shall constitute the sole remedy against the Master Servicer available to
the Certificateholders, the Depositor, the NIMS Insurer or the Trustee on behalf of the Certificateholders respecting a breach of
the representations, warranties and covenants contained in this Section 2.04.  The preceding sentence shall not, however,
limit any remedies available to the Certificateholders, the Depositor, the NIMS Insurer or the Trustee on behalf of the
Certificateholders, (i) pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer in its capacity as
Seller, respecting a breach of the representations, warranties and covenants of the Master Servicer in its capacity as Seller
contained in the Mortgage Loan Purchase Agreement or (ii) pursuant to Section 7.01 hereof.


Section 2.05 Representations and Warranties of the Depositor.


The Depositor hereby represents, warrants and covenants to the Trustee, for
the benefit of the Trustee and the Certificateholders, and to the Master Servicer, that as of the Closing Date or as of such date
specifically provided herein:


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(i)         Each of this Agreement
and the Mortgage Loan Purchase Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against
the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in
general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law
or in equity);


(ii)        Immediately prior to the sale
and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable
title to each Mortgage Loan subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or
other encumbrance or other interest of any nature.  Immediately prior to the assignment of each of the Cap Agreements to the
Trustee on behalf of the Trust, the Depositor had good title to, and was the sole legal and beneficial owner of, each of the Cap
Agreements, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind created by the
Depositor, and has full right and authority, subject to no interest or participation of, or agreement with, any other party to sell
and assign the same.  Upon the delivery, transfer or assignment of each of the Cap Agreements to the Trustee on behalf of the
Trust as contemplated herein, the Trustee on behalf of the Trust, will receive each of the Cap Agreements, free and clear of any
pledge, lien, security interest, charge, claim, equity or encumbrance of any kind created by the Depositor;


(iii)       As of the Closing Date, the
Depositor has transferred all of its right, title and interest in the Mortgage Loans and each of the Cap Agreements to the Trustee
on behalf of the Trust;


(iv)       The Depositor is solvent and will
not be made insolvent by the transfer of the Mortgage Loans.  The Depositor has not transferred the Mortgage Loans to the
Trustee with any intent to hinder, delay or defraud any of its creditors;


(v)        The Depositor has been duly
incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being conducted;


(vi)       The Depositor is not in violation
of its articles of incorporation or by‐laws or in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to
which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse
changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect
the properties or assets, taken as a whole, of the Depositor;


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(vii)      The execution, delivery and performance
of this Agreement and the Mortgage Loan Purchase Agreement by the Depositor, and the consummation of the transactions contemplated
hereby and thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the
knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the
Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or
by‐laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or
any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its
properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on
the ability of the Depositor to perform its obligations under this Agreement or the Mortgage Loan Purchase Agreement);


(viii)      To the best of the Depositor’s
knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the
Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement or the Mortgage Loan
Purchase Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required
under State securities or blue sky laws, (b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability
of, this Agreement or the Mortgage Loan Purchase Agreement;


(ix)       There are no actions, proceedings
or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other
tribunal to which the Depositor is a party or of which any of its properties is the subject:   (a) which if determined
adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of
the Depositor; (b) asserting the invalidity of this Agreement, the Mortgage Loan Purchase Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions
contemplated by this Agreement or the Mortgage Loan Purchase Agreement, as the case may be; or (d) which might materially and
adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or
the Mortgage Loan Purchase Agreement; and


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


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Section 2.06 Issuance of Certificates.


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


Section 2.07 Reserved.


Section 2.08 Conveyance of REMIC Regular Interests and Acceptance of REMIC 1 by the Trustee; Issuance of
Certificates.


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


(b)        In exchange for the
REMIC 1 Regular Interests and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Regular Certificates (other than the Class C Certificates and the Class P Certificates) in authorized
denominations evidencing (together with the Class R‐2 Interest and the REMIC 2 Regular Interests) the entire beneficial
ownership interest in REMIC 2.


(c)        The Depositor, concurrently
with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class C Interest for the benefit of the holders of the
Class C Certificates and the Class R‐CX Certificates.  The Trustee acknowledges receipt of the Class C Interest and
declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Class C Certificates
and the Class R‐CX Certificates.  The interests evidenced by the Class C Certificates and the Class R‐CX
Certificates constitute the entire beneficial ownership interest in REMIC CX.


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


(e)        The Depositor, concurrently
with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the holders of the
Class P Certificates and the Class R‐PX Interest.  The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Class P Certificates and the
Class R‐PX Certificates.  The interests evidenced by the Class P Certificates and the Class R‐PX Certificates
constitute the entire beneficial ownership interest in REMIC PX.


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


(g)        Concurrently with (i) the
assignment and delivery to the Trustee of REMIC 1 (including the Residual Interest therein represented by the Class R‐1
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.08(a), and
(ii) the assignment and delivery to the Trustee of REMIC 2 (including the Residual Interest therein represented by the
Class R‐2 Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.08(c) and Section 2.08(e), the
Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and
delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations evidencing the Class
R‐1 Interest and the Class R‐2 Interest, the Class R‐CX Certificates evidencing the Class R‐CX Interest and
the Class R-PX Certificates evidencing the Class R-PX Interest.




ARTICLE 111

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


Section 3.01 Master Servicer to Act as Master Servicer.


The Master Servicer shall service and administer the Mortgage Loans on
behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master
Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective  


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Mortgage Loans and, to the
extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers
administering similar mortgage loans in the local areas where the related Mortgaged Property is located but without regard
to:


(i)         any relationship that
the Master Servicer, any Sub‐Servicer or any Affiliate of the Master Servicer or any Sub‐Servicer may have with the
related Mortgagor;


(ii)        the ownership or
non‐ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;


(iii)       the Master Servicer’s
obligation to make Advances or Servicing Advances; or


(iv)       the Master Servicer’s or any
Sub‐Servicer’s right to receive compensation for its services hereunder or with respect to any particular
transaction.


To the extent consistent with the foregoing, the Master Servicer shall seek
to maximize the timely and complete recovery of principal and interest on the Mortgage Notes.  Subject only to the
above‐described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer
shall have full power and authority, acting alone or through Sub‐Servicers as provided in Section 3.02, to do or cause
to be done any and all things in connection with such servicing and administration in accordance with policies and procedures
generally accepted in the mortgage banking industry.  Without limiting the generality of the foregoing, the Master Servicer in
its own name or in the name of a Sub‐Servicer is hereby authorized and empowered by the Trustee when the Master Servicer
believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on
behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans
and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed‐in‐lieu of foreclosure so as to
convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and
Certificateholders.  The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby.  The Master Servicer
shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any
standard hazard insurance policy.  Subject to Section 3.17, the Trustee, shall execute, at the written direction of the
Master Servicer, and furnish to the Master Servicer and any Sub‐Servicer such documents as are necessary or appropriate to
enable the Master Servicer or any Sub‐Servicer to carry out their servicing and administrative duties hereunder, and the
Trustee hereby grants to the Master Servicer and each Sub-Servicer a power of attorney to carry out such duties including a power
of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders.  The
Trustee, at the direction of the Master Servicer, shall execute a separate power of attorney in favor of (and furnish such power of
attorney to) the Master Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to
enable the Master Servicer to perform its duties hereunder.  The Trustee shall not be liable for the actions of the Master
Servicer or any Sub‐Servicers under such powers of attorney.


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Subject to Section 3.09 hereof, in accordance with the standards of the
preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the
timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the
first instance from collections on the related Mortgage Loans from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11.  Any cost incurred by the Master Servicer or by Sub‐Servicers in effecting the timely
payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit.


Notwithstanding anything in this Agreement to the contrary, the Master
Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Master
Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce
or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity
date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan
or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any
Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or
contributions after the startup day under the REMIC Provisions.


The Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under
this Agreement.


With respect to each Mortgage Loan, the Master Servicer will furnish, or
cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.


Section 3.02 Sub‐Servicing Agreements Between the Master Servicer and Sub‐Servicers.


(a)        The Master Servicer may enter
into Sub‐Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any
Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without
giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating
Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‐Servicing Agreements the
Master Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such
Sub‐Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‐Servicers, for the servicing and
administration of the Mortgage Loans.  That certain Subservicing Agreement by and between the Master Servicer and Washington
Mutual Bank, FA dated April 9, 2001 is hereby acknowledged as being permitted under this Agreement and meeting the
requirements applicable to Sub-Servicing Agreements set forth in this Agreement.  The Trustee is hereby authorized to
acknowledge, at the request of the Master Servicer, any Sub‐Servicing Agreement that meets the requirements applicable to
Sub‐Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement.


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Each Sub‐Servicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Sub‐Servicer to perform its obligations hereunder and under the Sub‐Servicing Agreement,
(ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit
accounts in which are insured by the FDIC and (iii) a Fannie Mae approved mortgage servicer.  Each Sub‐Servicing
Agreement must impose on the Sub‐Servicer requirements conforming to the provisions set forth in Section 3.08.  The
Master Servicer will examine each Sub‐Servicing Agreement and will be familiar with the terms thereof.  The terms of any
Sub‐Servicing Agreement will not be inconsistent with any of the provisions of this Agreement.  The Master Servicer and
the Sub‐Servicers may enter into and make amendments to the Sub‐Servicing Agreements or enter into different forms of
Sub‐Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights.  Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority
requirements of Sub‐Servicing Accounts, or credits and charges to the Sub‐Servicing Accounts or the timing and amount
of remittances by the Sub‐Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement
and therefore prohibited.  The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all
Sub‐Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution
and delivery of such instruments.


(b)        As part of its servicing
activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of
the Trustee and the Certificateholders, shall enforce the obligations of each Sub‐Servicer under the related
Sub‐Servicing Agreement and, subject to the last sentence of this paragraph, of the Seller under the Mortgage Loan Purchase
Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a
Sub‐Servicing Agreement, or to purchase or otherwise remedy as contemplated herein a Mortgage Loan on account of missing or
defective documentation or on account of a breach of a representation, warranty or covenant, as described in
Section 2.03(a).  Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub‐Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related
Mortgage Loans.  The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds
all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or
attorneys’ fees against the party against whom such enforcement is directed.  Enforcement of the Mortgage Loan Purchase
Agreement against the Seller shall be effected by the Master Servicer to the extent it is not the Seller, and otherwise by the
Trustee, in accordance with the foregoing provisions of this paragraph.


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Section 3.03 Successor Sub‐Servicers.


The Master Servicer, with the written consent of the NIMS Insurer, shall be
entitled to terminate any Sub‐Servicing Agreement and the rights and obligations of any Sub‐Servicer pursuant to any
Sub‐Servicing Agreement in accordance with the terms and conditions of such Sub‐Servicing Agreement.  In the event
of termination of any Sub‐Servicer, all servicing obligations of such Sub‐Servicer shall be assumed simultaneously by
the Master Servicer without any act or deed on the part of such Sub‐Servicer or the Master Servicer, and the Master Servicer
either shall service directly the related Mortgage Loans or shall enter into a Sub‐Servicing Agreement with a successor
Sub‐Servicer which qualifies under Section 3.02.


Any Sub‐Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee without fee, in accordance with the terms of this Agreement, and the Trustee
shall so terminate such Sub‐Servicing Agreement at the direction of the NIMS Insurer in the event that the Master Servicer
(or the Trustee, if then acting as Master Servicer) shall, for any reason, no longer be the Master Servicer (including termination
due to a Master Servicer Event of Default).


Section 3.04 Liability of the Master Servicer.


Notwithstanding any Sub‐Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master Servicer and a Sub‐Servicer or reference to actions
taken through a Sub‐Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee and
the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of such Sub‐Servicing Agreements or
arrangements or by virtue of indemnification from the Sub‐Servicer and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans.  The Master Servicer shall be
entitled to enter into any agreement with a Sub‐Servicer for indemnification of the Master Servicer by such
Sub‐Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification and no such
indemnification shall be an expense of the Trust.


Section 3.05 No Contractual Relationship Between Sub‐Servicers and the NIMS Insurer, the Trustee or
Certificateholders.


Any Sub‐Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub‐Servicer in its capacity as such shall be deemed to
be between the Sub‐Servicer and the Master Servicer alone, and the Trustee, the NIMS Insurer and the Certificateholders shall
not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the
Sub‐Servicer except as set forth in Section 3.06.  The Master Servicer shall be solely liable for all fees owed by
it to any Sub‐Servicer, irrespective of whether the Master Servicer's compensation pursuant to this Agreement is
sufficient to pay such fees and such fees shall not be an expense of the Trust.


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Section 3.06 Assumption or Termination of Sub‐Servicing Agreements by Trustee.


In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of the occurrence of a Master Servicer Event of Default), the Trustee or its designee shall
thereupon assume all of the rights and obligations of the Master Servicer under each Sub‐Servicing Agreement that the Master
Servicer may have entered into, unless the Trustee elects to terminate any Sub‐Servicing Agreement in accordance with its
terms as provided in Section 3.03.  Upon such assumption, the Trustee, its designee or the successor servicer for the
Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master
Servicer’s interest therein and to have replaced the Master Servicer as a party to each Sub‐Servicing Agreement to the
same extent as if each Sub‐Servicing Agreement had been assigned to the assuming party, except that (i) the Master
Servicer shall not thereby be relieved of any liability or obligations under any Sub‐Servicing Agreement that arose before it
ceased to be the Master Servicer and (ii) none of the Trustee, its designee or any successor Master Servicer shall be deemed
to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master
Servicer.


The Master Servicer at its own expense and without reimbursement shall, upon
request of the Trustee, deliver to the assuming party all documents and records relating to each Sub‐Servicing Agreement and
the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its
best efforts to effect the orderly and efficient transfer of the Sub‐Servicing Agreements to the assuming party.


Section 3.07Collection of Certain Mortgage Loan Payments.


The Master Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account.  Consistent with the
foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180
days; provided that any extension pursuant to this clause (ii) shall not affect the amortization schedule of any Mortgage Loan
for purposes of any computation hereunder, except as provided below.  In the event of any such arrangement pursuant to clause
(ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to
Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of
such arrangements, subject to Section 4.04(d) pursuant to which the Master Servicer shall not be required to make any such
advances that are Nonrecoverable Advances.  Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the
standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such
Mortgage Loan, accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction
of such Mortgage Loan (such payment, a “Short Pay‐off”) or consent to the postponement of strict compliance with
any such term or otherwise grant indulgence to any Mortgagor; provided, that in the judgment of the Master Servicer, any such
modification, waiver or amendment could reasonably be expected to result in collections and other recoveries in respect of such
Mortgage Loans in excess of Net Liquidation Proceeds that would be recovered upon the foreclosure of, or other realization upon,
such Mortgage Loan and provided further, that the NIMS Insurer’s prior written consent shall be required for any
modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended
exceeds 5% of the number of Closing Date Mortgage Loans as of the Cut‐off Date. 


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Section 3.08 Sub‐Servicing Accounts.


In those cases where a Sub‐Servicer is servicing a Mortgage Loan
pursuant to a Sub‐Servicing Agreement, the Sub‐Servicer shall be required to establish and maintain one or more
accounts (collectively, the “Sub‐Servicing Account”).  The Sub‐Servicing Account shall be an Eligible
Account and shall be entitled “Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long
Beach Mortgage Loan Trust 2004‐1, Asset‐Backed Certificates, Series 2004‐1.  The Sub‐Servicer
shall be required to deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no
event more than one Business Day after the Sub‐Servicer’s receipt thereof, all proceeds of Mortgage Loans received by
the Sub‐Servicer less its servicing compensation to the extent permitted by the Sub‐Servicing Agreement, and shall
thereafter deposit such amounts in the Sub‐Servicing Account, in no event more than two Business Days after the deposit of
such funds into the clearing account.  The Sub‐Servicer shall thereafter be required to deposit such proceeds in the
Collection Account or remit such proceeds to the Master Servicer for deposit in the Collection Account not later than two Business
Days after the deposit of such amounts in the Sub‐Servicing Account.  For purposes of this Agreement, the Master
Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub‐Servicer receives such
payments.


Section 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts.


The Master Servicer shall establish and maintain, or cause to be established
and maintained, one or more accounts (the “Servicing Accounts”).  Servicing Accounts shall be Eligible
Accounts.  The Master Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, all collections from the
Mortgagors (or related advances from Sub‐Servicers) for the payment of taxes, assessments, hazard insurance premiums and
comparable items for the account of the Mortgagors (“Escrow Payments”) collected on account of the Mortgage Loans and
shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than two Business Days after the deposit
of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of
this Agreement.  Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of taxes,
assessments, hazard insurance premiums, and comparable items; (ii) reimburse the Master Servicer (or a Sub‐Servicer to
the extent provided in the related Sub‐Servicing Agreement) out of related collections for any advances made pursuant to
Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described
below, to Mortgagors on balances  


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in the Servicing Account; (v) clear and terminate the Servicing Account upon the termination
of the Master Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance
with Article IX or (vi) recover amounts deposited in error.  As part of its servicing duties, the Master Servicer or
Sub‐Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the
extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds,
without any reimbursement therefor.  To the extent that a Mortgage does not provide for Escrow Payments, the Master Servicer
shall determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien.  The Master Servicer assumes full responsibility for the payment
of all such bills within such time and shall effect payments of all such bills irrespective of the Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such
payments; provided, however, that such advances shall constitute Servicing Advances.


Section 3.10 Collection Account and Distribution Account.


(a)        On behalf of the Trust Fund,
the Master Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (such account or
accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders.  On
behalf of the Trust Fund, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be
an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage
loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt
thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of such
funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections
received or made by it subsequent to the Cut‐off Date (other than in respect of principal or interest on the related Mortgage
Loans due on or before the Cut‐off Date or payments (other than Principal Prepayments) received by it on or prior to the
Cut‐off Date but allocable to a Due Period subsequent thereto):


(i)         all payments on account
of principal, including Principal Prepayments, on the Mortgage Loans;


(ii)        all payments on account of
interest (net of the related Servicing Fee) on each Mortgage Loan;


(iii)       all Insurance Proceeds and
Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Master
Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01) and all Subsequent
Recoveries;


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(iv)       any amounts required to be
deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held
in the Collection Account;


(v)        any amounts required to be
deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;


(vi)       all proceeds of any Mortgage Loan
repurchased or purchased in accordance with Section 2.03, Section 3.16 or Section 9.01 and all Master Servicer Prepayment
Charge Payment Amounts required to be deposited in the Collection Account pursuant to Section 2.03;


(vii)      all Substitution Adjustments;


(viii)      all Prepayment Charges collected by the
Master Servicer; and


(ix)       without duplication, all payments
of claims received by the Master Servicer under the PMI Policy.


For purposes of the immediately preceding sentence, the Cut‐off Date
with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution.


The foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late
payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges (other than Prepayment Charges)
need not be deposited by the Master Servicer in the Collection Account and shall, upon collection, belong to the Master Servicer as
additional compensation for its servicing activities.  In the event the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding.


(b)        On behalf of the Trust Fund,
the Trustee shall establish and maintain one or more accounts (such account or accounts, the “Distribution Account”),
held in trust for the benefit of the Trustee and the Certificateholders.  On behalf of the Trust Fund, the Master Servicer
shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account on or before 3:00 p.m. New
York time (i) on the Master Servicer Remittance Date, that portion of the Available Funds (calculated without regard to the
references in the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution
Date then on deposit in the Collection Account, the amount of all Prepayment Charges on the Prepayment Charge Schedule collected by
the Master Servicer in connection with any of the Mortgage Loans and any Master Servicer Prepayment Charge Payment Amounts then on
deposit in the Collection Account and the amount of any funds reimbursable to an Advancing Person pursuant to Section 3.27 and
(ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000
following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.”  If
the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible
Account,” the Master Servicer shall, on or before 3:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee, the Seller or
any Sub‐Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.  In order to
comply with its duties under the U.S. Patriot Act, the Trustee shall obtain and verify certain information and documentation from
the owners of the account that it establishes pursuant to this Agreement, including, but not limited to, each account owner’s
name, address, and other identifying information.


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(c)        Funds in the Collection
Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in
Section 3.12.  The Master Servicer shall give notice to the Trustee, the NIMS Insurer, the Depositor and the Rating
Agencies of the location of the Collection Account maintained by it when established and prior to any change thereof.  The
Trustee shall give notice to the Master Servicer, the NIMS Insurer, the Depositor and the Rating Agencies of the location of the
Distribution Account when established and prior to any change thereof.


(d)        Funds held in the Collection
Account at any time may be delivered by the Master Servicer to the Trustee for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of
this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this subsection (d).  In the event the Master Servicer shall deliver to
the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request
that the Trustee withdraw, and the Trustee shall withdraw, such amount from the Distribution Account and remit to the Master
Servicer any such amount, any provision herein to the contrary notwithstanding.  In addition, the Master Servicer shall
deliver to the Trustee from time to time for deposit, and the Trustee shall so deposit, in the Distribution Account:


(i)         any Advances, as
required pursuant to Section 4.04, unless delivered directly to the Trustee by an Advancing Person;


(ii)        any amounts required to be
deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;


(iii)       any amounts to be paid by the
Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01;


(iv)       any amounts required to be
deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls; and


(v)        any Stayed Funds, as soon as
permitted by the federal bankruptcy court having jurisdiction in such matters.


(e)        Promptly upon receipt of any
Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, federal bankruptcy court or other source, the Trustee
shall deposit such funds in the Distribution Account, subject to withdrawal thereof pursuant to Section 7.02(b) or as
otherwise permitted hereunder.


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Section 3.11  Withdrawals from the Collection Account and Distribution Account.


(a)        The Master Servicer shall,
from time to time, make withdrawals from the Collection Account, for any of the following purposes or as described in
Section 4.04, without priority:


(i)         to remit to the Trustee
for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be
so remitted pursuant to the first sentence of Section 3.10(d);


(ii)        subject to
Section 3.16(d), to reimburse the Master Servicer for Advances, but only to the extent of amounts received which represent
Late Collections (net of the related Servicing Fees) of Monthly Payments on the related Mortgage Loans in accordance with the
provisions of Section 4.04;


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


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


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


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


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


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


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


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


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


(b)        The Trustee shall, from time
to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:


(i)         to make distributions to
Certificateholders in accordance with Section 4.01;


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


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


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


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


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


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


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


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


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(x)        to pay itself the Trustee
Fees.


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


(a)        The Master Servicer may direct
any depository institution maintaining the Collection Account and any REO Account (for purposes of this Section 3.12, an
“Investment Account”), and the Trustee, in its individual capacity, may direct any depository institution maintaining
the Distribution Account (for purposes of this Section 3.12, the Distribution Account is also an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which
such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the
obligor thereon and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to
this Agreement, if the Trustee is the obligor thereon.  All such Permitted Investments shall be held to maturity, unless
payable on demand.  Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity
as such), or in the name of a nominee of the Trustee.  The Trustee shall be entitled to sole possession (except with respect
to investment direction of funds held in the Collection Account and any REO Account and any income and gain realized thereon) over
each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its
nominee.  In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Trustee shall:


(x)        consistent with any notice
required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature
hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be
withdrawn on such date; and


(y)        demand payment of all amounts
due thereunder promptly upon actual notice by a Responsible Officer of the Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.


(b)        All income and gain realized
from the investment of funds deposited in the Collection Account and any REO Account held by or on behalf of the Master Servicer
shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.11 or
Section 3.23, as applicable.  The Master Servicer shall deposit in the Collection Account or any REO Account, as
applicable, from its own funds, the amount of any loss of principal incurred in respect of any such Permitted Investment made with
funds in such accounts immediately upon realization of such loss.


(c)        All income and gain realized
from the investment of funds deposited in the Distribution Account held by or on behalf of the Trustee shall be for the benefit of
the Trustee and shall be subject to its withdrawal at any time.  The Trustee shall deposit in the Distribution Account, from
its own funds, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon realization of such loss.


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(d)        Except as otherwise expressly
provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default
occurs in any other performance required under any Permitted Investment, the Trustee may, and subject to Section 8.01 and
Section 8.02(v), upon the request of the Holders of Certificates representing more than 50% of the Voting Rights allocated to
any Class of Certificates shall, take such action as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.


Section 3.13  Reserved.


Section 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.


(a)        The Master Servicer shall
cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) the then current principal balance of such Mortgage Loan, (ii) the amount
necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost
basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in
an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related
hazard insurance policy.  The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each
REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which
are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an
REO Property, plus accrued interest at the Mortgage Rate and related Servicing Advances.  The Master Servicer will comply in
the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. 
Any amounts to be collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures
that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to
Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property.  Any cost incurred by the Master Servicer in maintaining any
such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.  It is understood and
agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such additional insurance.  If the Mortgaged
Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards and flood insurance has been made available, the Master Servicer will cause to be maintained a flood
insurance policy in respect thereof.  Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located
is participating in such program).


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In the event that the Master Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such other rating that
is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that
such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the
Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause.  In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.


(b)        The Master Servicer shall keep
in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and
amount that would meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless the
Master Servicer or any of its Affiliates has obtained a waiver of such Fannie Mae or Freddie Mac requirements from either Fannie
Mae or Freddie Mac.  The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the
requirements of Fannie Mae or Freddie Mac, unless the Master Servicer or any of its Affiliates has obtained a waiver of such Fannie
Mae or Freddie Mac requirements from either Fannie Mae or Freddie Mac.  The Master Servicer shall provide the Trustee and the
NIMS Insurer (upon such party’s reasonable request) with copies of any such insurance policies and fidelity bond.  The
Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and
omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder
extends to the Master Servicer.  Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable
without thirty days’ prior written notice to the Trustee.  The Master Servicer shall also cause each Sub‐Servicer
to maintain a comparable policy of insurance covering errors and omissions and a fidelity bond meeting such
requirements.


Section 3.15 Enforcement of Due‐On‐Sale Clauses; Assumption Agreements.


The Master Servicer shall, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to
accelerate the maturity of such Mortgage Loan under the “due‐on‐sale” clause, if any, applicable thereto;
provided, however, that the Master Servicer shall not be required to take such action if in its sole business judgment the Master
Servicer believes that the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be
maximized if the Mortgage Loan were not accelerated, and the Master Servicer shall not exercise any such rights if prohibited by
law from doing so.  If the Master Servicer reasonably believes it is unable under applicable law to enforce such
“due‐on‐sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence
apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property
has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the
extent permitted by applicable state law, the Mortgagor  


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remains liable thereon.  The Master Servicer may also enter into a
substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be
effective unless such person satisfies the underwriting criteria of the Master Servicer and has a credit risk rating at least equal
to that ofthe original Mortgagor.  In connection with any assumption, modification or substitution, the Master Servicer
shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned solely by it.  The Master Servicer shall not
take or enter into any assumption and modification agreement, however, unless (to the extent practicable under the circumstances)
it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new
policy meeting the requirements of this Section is obtained.  Any fee collected by the Master Servicer in respect of any
assumption, modification or substitution of liability agreement will be retained by the Master Servicer as additional servicing
compensation.  In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the
related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to
the terms thereof.  The Master Servicer shall notify the Trustee and the NIMS Insurer that any such substitution, modification
or assumption agreement has been completed by forwarding to the Trustee (with a copy to the NIMS Insurer) the executed original of
such substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a
part thereof. 


Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by
reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the
Master Servicer may be restricted by law from preventing, for any reason whatever.  For purposes of this Section 3.15,
the term “assumption” is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not
accompanied by an assumption or substitution of liability agreement.


Section 3.16 Realization Upon Defaulted Mortgage Loans.


(a)        The Master Servicer shall use
reasonable efforts consistent with the servicing standard set forth in Section 3.01, to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07.  The Master
Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs
and expenses will constitute and be recoverable as Servicing Advances by the Master Servicer as contemplated in Section 3.11
and Section 3.23.  The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Master Servicer shall not be
required to expend its own funds toward the restoration of 


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such property unless it shall determine in its sole and absolute
discretion that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses.


(b)        Notwithstanding the foregoing
provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the
Master Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the
related Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise or (ii) otherwise acquire possession of, or take any other
action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund or the
Certificateholders would be considered to hold title to, to be a “mortgagee‐in‐possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer
has also previously determined, based on its reasonable judgment and a report prepared by an Independent Person who regularly
conducts environmental audits using customary industry standards, that:


(1)        such Mortgaged Property is in
compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance therewith; and


(2)        there are no circumstances
present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum‐based materials for which investigation, testing, monitoring, containment, clean‐up or
remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for
which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with
respect to the affected Mortgaged Property.


Notwithstanding the foregoing, with respect to the Mortgage Loans, if such
environmental audit reveals, or if the Master Servicer has knowledge or notice, that the Mortgaged Property securing the Mortgage
Loan contains such wastes or substances or is within one mile of the site of such wastes or substances, the Master Servicer shall
not foreclose or accept a deed in lieu of foreclosure without the prior written consent of the NIMS Insurer.


The cost of the environmental audit report contemplated by this
Section 3.16 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor
from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans.  It is understood by the parties hereto that any such advance will constitute a Servicing Advance.


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If the Master Servicer determines, as described above, that it is in the
best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance
with applicable environmental laws, or to take such action with respect to the containment, clean‐up or remediation of
hazardous substances, hazardous materials, hazardous wastes or petroleum‐based materials affecting any such Mortgaged
Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. 
The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject to the
Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.  It is understood by the parties hereto that any such advance
will constitute a Servicing Advance.


(c)        The Master Servicer may at its
option purchase from REMIC 1 any Mortgage Loan or related REO Property that is 90 days or more delinquent or that has been
otherwise in default for 90 days or more, which the Master Servicer determines in good faith will otherwise become subject to
foreclosure proceedings (evidence of such determination to be delivered in writing to the Trustee prior to purchase), at a price
equal to the Purchase Price; provided, however, that the Master Servicer shall purchase any such Mortgage Loans or related REO
Properties on the basis of delinquency or default, purchasing first the Mortgage Loans or related REO Properties that became
delinquent or otherwise in default on an earlier date; and provided, further, that such option shall expire as of the last day of
the calendar quarter during which such Mortgage Loan or related REO Property became 90 days delinquent or otherwise in default for
90 days or more.  In the event the Master Servicer does not exercise its option to purchase from REMIC 1 any such
Mortgage Loan or related REO Property prior to the expiration of such option, the NIMS Insurer shall be entitled to purchase such
Mortgage Loan or related REO Property at any time thereafter.  The Purchase Price for any Mortgage Loan or related REO
Property purchased hereunder shall be deposited in the Collection Account, and the Trustee, upon receipt of written certification
from the Master Servicer of such deposit, shall release or cause to be released to the Master Servicer or the NIMS Insurer, as
applicable, the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the Master Servicer or the NIMS Insurer, as applicable, shall furnish and as shall be necessary to vest
in the Master Servicer or the NIMS Insurer, as applicable, title to any Mortgage Loan or related REO Property released pursuant
hereto.


(d)        Proceeds received (other than
any Prepayment Charges received) in connection with any Final Recovery Determination, as well as any recovery resulting from a
partial collection of Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries, in respect of any Mortgage Loan, will be
applied in the following order of priority:  first, to reimburse the Master Servicer or any Sub‐Servicer for any
related unreimbursed Servicing Advances and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii); second, to accrued
and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the
Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and
third, as a recovery of principal of the Mortgage Loan.  If the amount of the recovery so allocated to interest is less
than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the
Master Servicer as follows:  first, to unpaid Servicing Fees; and second, to the balance of the interest then
due and owing.  The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer
or any Sub‐Servicer pursuant to Section 3.11(a)(iii).


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Section 3.17 Trustee to Cooperate; Release of Mortgage Files.


(a)        Upon the payment in full of
any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Master Servicer will promptly notify the Trustee and the applicable Custodian holding the related
Mortgage File by a certification in the form of Exhibit E‐2 (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Representative and shall request delivery
to it of the related Mortgage File.  Upon receipt of such certification and request, the Trustee or such Custodian, as
applicable, shall promptly release the related Mortgage File to the Master Servicer.  No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution
Account.


(b)        From time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance
policy relating to the Mortgage Loans, the Trustee or the applicable Custodian shall, upon request of the Master Servicer and
delivery to the Trustee or the applicable Custodian of a Request for Release in the form of Exhibit E‐l, release the
related Mortgage File to the Master Servicer, and the Trustee or the applicable Custodian, on behalf of the Trustee, shall, at the
direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings and the
Master Servicer shall retain such Mortgage File in trust for the benefit of the Certificateholders.  Such Request for Release
shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Trustee or
the applicable Custodian when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage
File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for
purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non‐judicially, and the Master Servicer has delivered to the Trustee or the applicable Custodian a certificate
of a Servicing Representative certifying as to the name and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.  Upon receipt of a certificate of a Servicing Representative stating
that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Trustee or the applicable Custodian to the Master Servicer or its
designee.


(c)        At the direction of the Master
Servicer and upon written certification of a Servicing Representative, each of the Trustee or the applicable Custodian shall
execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably
necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity, or shall execute and
deliver to the Master Servicer a power of attorney sufficient to authorize the Master Servicer or the Sub-Servicer to execute such
documents on its behalf, provided that each of the Trustee or the applicable Custodian shall be obligated to execute the documents
identified above if necessary to enable the Master Servicer or the Sub-Servicer to perform their respective duties hereunder or
under the Sub-Servicing Agreement.  Each such certification shall include a request that such pleadings or documents be
executed by the Trustee or the applicable Custodian and a statement as to the reason such documents or pleadings are
required.


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Section 3.18 Servicing Compensation.


As compensation for the activities of the Master Servicer hereunder, the
Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest
in respect of such Mortgage Loan, subject to Section 3.24.  In addition, the Master Servicer shall be entitled to recover
unpaid Servicing Fees out of Late Collections, Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries to the extent
permitted by Section 3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23.  The right to receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement; provided,
however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub‐Servicer pursuant to a
Sub‐Servicing Agreement entered into under Section 3.02.


Additional servicing compensation in the form of assumption or modification
fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be
retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master
Servicer.  The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection
Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or
other income earned on deposits therein, subject to Section 3.12.  The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by
Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub‐Servicer, it being
understood however, that payment of such premiums by the Master Servicer shall constitute Servicing Advances and servicing
compensation of each Sub‐Servicer, and to the extent provided herein and in Section 8.05, the fees and expenses of the
Trustee) and shall not be entitled to reimbursement therefor except as specifically provided herein.


Section 3.19 Reports to the Trustee; Collection Account Statements.


Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee, the NIMS Insurer and the Depositor a statement prepared by the Master Servicer setting forth
the status of the Collection Account as of the close of business on such Distribution Date and showing, for the period covered by
such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit
specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11.  Such statement may be in
the form of the then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage Pass‐Through Program with
appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of
all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date.  Copies of
such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a
prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered
by the Master Servicer to the Trustee.


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Section 3.20 Statement as to Compliance.


The Master Servicer shall deliver to the Trustee, the Depositor, the NIMS
Insurer and each Rating Agency on or before March 10 of each calendar year prior to and including the calendar year in which a Form
15 is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, an Officers’ Certificate stating,
as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding year and of
performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such
officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known
to such officer and the nature and status thereof.  Copies of any such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at
the expense of the requesting party, provided that such statement is delivered by the Master Servicer to the Trustee.


Section 3.21 Independent Public Accountants’ Servicing Report.


Not later than March 10 of each calendar year prior to and including the
calendar year in which a Form 15 is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, the Master
Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the
Master Servicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the
management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the
most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may be appropriate.  In rendering its report such
firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub‐Servicers, upon comparable
reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the
same standards (rendered within one year of such report) with respect to those Sub‐Servicers.  Immediately upon receipt
of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer and each Rating
Agency.  Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master
Servicer’s expense, provided that such statement is delivered by the Master Servicer to the Trustee.  In the event such
firm of independent certified public accountants requires the Trustee to agree to the procedures performed by such firm, the Master
Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter
of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee has not made any independent inquiry
or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such
procedures.


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Section 3.22 Access to Certain Documentation.


The Master Servicer shall provide to the Office of Thrift Supervision, the
FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any
Certificateholder access to the documentation regarding the Mortgage Loans serviced by the Master Servicer under this Agreement, as
may be required by applicable laws and regulations.  Such access shall be afforded without charge, but only upon reasonable
request and during normal business hours at the offices of the Master Servicer designated by it.  In addition, access to the
documentation regarding the Mortgage Loans serviced by the Master Servicer under this Agreement will be provided to any
Certificateholder, the NIMS Insurer, the Trustee and to any Person identified to the Master Servicer as a prospective transferee of
a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the
expense of the Person requesting such access.


Section 3.23 Title, Management and Disposition of REO Property.


(a)        The deed or certificate of
sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the
Certificateholders.  The Master Servicer, on behalf of REMIC 1 (and on behalf of the Trustee for the benefit of the
Certificateholders), shall sell any REO Property as soon as practicable and, in any event, shall either sell any REO Property
before the close of the third taxable year after the year REMIC 1 acquires ownership of such REO Property for purposes of
Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the
three‐year grace period would otherwise expire, an extension of the three‐year grace period, unless the Master Servicer
shall have delivered to Trustee, the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the Trustee, the NIMS
Insurer and the Depositor, to the effect that the holding by REMIC 1 of such REO Property subsequent to three years after its
acquisition will not result in the imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that
any Certificates are outstanding.  If an extension of the three‐year period is granted, the Master Servicer shall sell
the related REO Property no later than 60 days prior to the expiration of such extension period.  The Master Servicer shall
manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition
and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from
non‐permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
foreclosure property” which is subject to taxation under the REMIC Provisions.


(b)        The Master Servicer shall
segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from
its own funds and general assets and shall establish and maintain, or cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”),
which shall be an Eligible Account.  The Master Servicer may allow the Collection Account to serve as the REO Account, subject
to separate ledgers for each REO Property.  The Master Servicer may retain or withdraw any interest income paid on funds
deposited in the REO Account.


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(c)        The Master Servicer shall have
full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which the Master Servicer manages and operates similar
property owned by the Master Servicer or any of its Affiliates, all on such terms and for such period as the Master Servicer deems
to be in the best interests of Certificateholders.  In connection therewith,the MasterServicer shall deposit, or
cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more
than one Business Day after the Master Servicer’s receipt thereof and shall thereafter deposit in the REO Account, in no
event more than two Business Days after the deposit of such funds into the clearing account, all revenues received by it with
respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of
such REO Property including, without limitation:


(i)         all insurance premiums
due and payable in respect of such REO Property;


(ii)        all real estate taxes and
assessments in respect of such REO Property that may result in the imposition of a lien thereon; and


(iii)       all costs and expenses necessary
to maintain such REO Property.


To the extent that amounts on deposit in the REO Account with respect to an
REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO
Property, the Master Servicer shall advance from its own funds as Servicing Advances such amount as is necessary for such purposes
if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if such Servicing
Advance would not constitute a Nonrecoverable Advance.


Notwithstanding the foregoing, neither the Master Servicer nor the Trustee
shall:


(i)         authorize the Trust Fund
to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any
income that does not constitute Rents from Real Property;


(ii)        authorize any amount to be
received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)       authorize any construction on any
REO Property, other than construction permitted under Section 856(e)(4)(B) of the Code; or


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(iv)       authorize any Person to Directly
Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;


unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel (the cost of which shall constitute a Servicing Advance), a copy of which shall be provided to the NIMS Insurer and the
Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it is held by REMIC 1, in which case the Master
Servicer may take such actions as are specified in such Opinion of Counsel.


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


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


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


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


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


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


(d)        In addition to the withdrawals
permitted under Section 3.23(c), the Master Servicer may from time to time make withdrawals from the REO Account for any REO
Property:  (i) to pay itself or any Sub‐Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and
(ii) to reimburse itself or any Sub‐Servicer for unreimbursed Servicing Advances and Advances made in respect of such
REO Property or the related Mortgage Loan.  On the Master Servicer Remittance Date, the Master Servicer shall withdraw from
each REO Account maintained by it and deposit into the Distribution Account in accordance with Section 3.10(d)(ii), for
distribution on the related Distribution Date in accordance with Section 4.01, the income from the related REO Property
received during the prior calendar month, net of any withdrawals made pursuant to Section 3.23(c) or this
Section 3.23(d).


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


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


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


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


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


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


In the event that a shortfall in any collection on or liability with respect
to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Monthly Payments or Stated Principal
Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit
in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust
Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability.  Such indemnities shall
survive the termination or discharge of this Agreement.  Notwithstanding the foregoing, this Section 3.25 shall not limit
the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related
Mortgage Note, as permitted by law and shall not be an expense of the Trust.


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Section 3.26 Reserve Fund.


No later than the Closing Date, the Trustee, on behalf of the
Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, “Reserve Fund,
Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2004‐1,
Asset‐Backed Certificates, Series 2004‐1.”  The Trustee shall account for the right to receive payments from
the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.


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


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


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


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


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


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


(c)        Each Portion of the Reserve
Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and will not be part of any
REMIC created hereunder.  For federal and state income tax purposes, the Trustee shall be deemed to be the owner of Portion 1
of the Reserve Fund and no amount will be transferred by any REMIC to Portion 1 of the Reserve Fund.  For federal and state
income tax purposes, the Holders of the Class C Certificates shall be deemed to be the owners of Portion 2 of the Reserve Fund
and all amounts deposited into such Portion 2 of the Reserve Fund (other than the initial deposit therein of $1,000) shall be
treated as amounts distributed by REMIC 2 to REMIC CX in respect of the Class C Interest, and then distributed by
REMIC CX to the Holders of the Class C Certificates.  For federal and state income tax purposes, payments in respect of
the Class A Certificates, the Mezzanine Certificates and the Class B Certificates of Net WAC Rate Carryover Amounts will not be
payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1).


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


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


The Trustee shall hold the funds in Portion 1 of the Reserve Fund uninvested
in an Eligible Account.


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


Section 3.27 Advance Facility.


(a)        The Trustee, on behalf of the
Trust Fund, at the direction of the Master Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a
facility with any Person which provides that such Person (an “Advancing Person”) may make all or a portion of the
Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Master Servicer’s obligation to fund such Advances and/or Servicing Advances.  To the extent that an
Advancing Person makes all or a portion of any Advance or any Servicing Advance and provides the Trustee with notice acknowledged
by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.27(b).  Such notice from the
Advancing Person shall specify the amount of the reimbursement and shall specify which Section of this Agreement permits the
applicable Advance or  


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Servicing Advance to be reimbursed.  The Trustee shall be entitled to rely without independent
investigation on the Advancing Person’s statement with respect to the amount of any reimbursement pursuant to this
Section 3.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement
that permits the applicable Advance or Servicing Advance to be reimbursed.  An Advancing Person whose obligations are limited
to the making of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a
Sub‐Servicer pursuant to Article VI hereof and will not be deemed to be a Sub‐Servicer under this Agreement. 
If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and
adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust
Fund’s entering into such facility.


(b)        If an advancing facility is
entered into, then the Master Servicer shall not be permitted to reimburse itself under any Section specified or for any
amount specified by the Advancing Person in the notice described under Section 3.27(a) above and acknowledged by the
Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 3.10(a).  The Trustee is hereby authorized to pay to the
Advancing Person reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with the specified
Sections had the Master Servicer itself made such Advance or Servicing Advance.  The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility may agree.


(c)        All Advances and Servicing
Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in‐first
out” (FIFO) basis.


Sction 3.28 Policy; Claims Under the PMI Policy


Notwithstanding anything to the contrary elsewhere in this Article III,
the Master Servicer shall not agree to any modification or assumption of a PMI Mortgage Loan or take any other action with respect
to a  PMI Mortgage Loan that could result in denial of coverage under the PMI Policy.  The Master Servicer shall notify
the PMI Insurer that the Trustee, as trustee on behalf of the Certificateholders, is the insured, as that term is defined in the
PMI Policy, of each PMI Mortgage Loan.  The Master Servicer shall, on behalf of the Trustee, prepare and file on a timely
basis with the PMI Insurer, with a copy to the Trustee, all claims which may be made under the PMI Policy with respect to the PMI
Mortgage Loans.  The Master Servicer shall take all actions required under the PMI Policy as a condition to the payment of any
such claim.  Any amount received from the PMI Insurer with respect to any such PMI Mortgage Loan shall be deposited by the
Master Servicer, no later than two Business Days following receipt thereof, into the Collection Account.


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Section  3.29 Reserved.


Section 3.30 Cap Agreements.


(a)        The Depositor hereby directs
the Trustee to execute and deliver on behalf of the Trust the Cap Assignment and authorizes the Trustee to perform its obligations
thereunder  and under each of the Cap Agreements on behalf of the Trust in accordance with the terms of the Cap Assignment and
each of the Cap Agreements. 


(b)        If the rating of the Cap
Provider’s obligations is withdrawn or reduced (in the manner set forth in Section 12 of each of the Cap Agreements) below
one of the Approved Rating Thresholds (as defined in Section 12 of each of the Cap Agreements), the Trustee shall, promptly after a
Responsible Officer of the Trustee has received actual knowledge or written notice of the reduction or withdrawal of the rating (it
being understood that the Trustee has no duty to monitor the ratings of the Cap Provider), request the Cap Provider to take actions
required to be taken by the Cap Provider by Section 12 of each of the Cap Agreements.


(c)        In the
event that either Cap Agreement #1 or Cap Agreement #2 is canceled or otherwise terminated for any reason (other than the
exhaustion of the interest rate protection provided thereby or replacement of either Cap Agreement #1 or Cap Agreement #2 by the
Cap Provider in accordance with Section 3.30(b)), the Depositor shall, to the extent a replacement contract is available,
direct the Trustee to obtain from a counterparty designated by the Depositor a replacement contract comparable to either Cap
Agreement #1 or Cap Agreement #2, as applicable (which both such counterparty and such replacement contract shall be acceptable to
the Trustee and the Holders of the Certificates entitled to at least 50% of the Voting Rights)providing interest rate
protection which is equal to the then-existing protection provided by either Cap Agreement #1 or Cap Agreement #2, as applicable,
provided, however, that if the cost of any such replacement contract providing the same interest rate protection would be greater
than the amount of any early termination payment received by the Trustee under either Cap Agreement #1 or Cap Agreement #2, as
applicable, the amount of interest rate protection provided by such replacement contract may be reduced to a level such that the
cost of such replacement contract shall not exceed the amount of such early termination payment.


ARTICLE IV

FLOW OF FUNDS


Section 4.01 Distributions.


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


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


(A)       first, concurrently, to the
Class A‐1 Certificates and the Class A-2 Certificates, the Monthly Interest Distributable Amount and any Unpaid Interest
Shortfall Amount for such Classes, in each case allocated between the Class A-1 Certificates and the Class A-2 Certificates, pro
rata, based on their respective entitlements; and


(B)       second, concurrently, to the
Class A‐3 Certificates, the Class A‐4 Certificates and the Class A‐5 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes, in each case to the extent not paid pursuant to
Section 4.01(a)(ii)(A) below, allocated among the Class A‐3 Certificates, the Class A‐4 Certificates and the Class
A‐5 Certificates, pro rata, based on their respective entitlements.


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


(A)       first, concurrently, to the
Class A‐3 Certificates, the Class A‐4 Certificates and the Class A‐5 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes, in each case, allocated among the Class A‐3
Certificates, the Class A‐4 Certificates and the Class A‐5 Certificates, pro rata, based on their respective
entitlements; and


(B)       second, concurrently, to the
Class A‐1 Certificates and the Class A-2 Certificates, the Monthly Interest Distributable Amount and any Unpaid Interest
Shortfall Amount for such Classes, in each case to the extent not paid pursuant to Section 4.01(a)(i)(A) above, allocated
between the Class A-1 Certificates and the Class A-2 Certificates, pro rata, based on their respective entitlements.


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


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


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


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


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


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


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


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


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


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


tenth, to the Class B Certificates, the related Monthly
Interest Distributable Amount.


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


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


(i)         first,


(A)      
(x)        an amount equal to the Group I Principal Distribution Amount shall be
distributed, concurrently, to the Class A‐1 Certificates and the Class A-2 Certificates, pro rata, based on their
respective Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero; and then


(y)        any portion of the
Group II Principal Distribution Amount distributable pursuant to Section 4.01(b)(i)(B)(x), below, that remains following
distribution to the Group II Senior Certificates shall be distributed as set forth in Section 4.01(b)(i)(A)(x), above;


(B)      
(x)        an amount equal to theGroup II Principal Distribution Amount shall be
distributed as follows:


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(I)        to the Class A-3 Certificates, the Class A-3 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been reduced to zero; and


           
(II)       to the Class A-4 Certificates and the Class A-5 Certificates, the Class A-4/5 Principal
Distribution Amount, to be distributed as follows:


first, to the Class A‐4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and


second, to the Class A‐5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and then


(y)        any portion of the
Group I Principal Distribution Amount distributable pursuant to Section 4.01(b)(i)(A)(x), above, that remains following
distribution to the Group I Senior Certificates, shall be distributed as set forth in Section 4.01(b)(i)(B)(x) above.


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


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


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


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


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


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


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


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


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


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


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


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


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


(i)         first,


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


first, concurrently, to the Class A-1 Certificates and the
Class A-2 Certificates, the Group I Senior Principal Distribution Amount, pro rata, based on their respective Certificate
Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero; and


second, to the Group II Senior Certificates, the Group II
Senior Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(B) below to be distributed as
follows: 


(I)        to the Class A-3 Certificates,
the Class A-3 Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(B) below, until the Certificate
Principal Balance thereof has been reduced to zero; and


(II)       to the Class A-4 Certificates and
the Class A-5 Certificates, the Class A-4/5 Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(B)
below, to be distributed as follows:


first, to the Class A-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and


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second, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.


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


first, to the Group II Senior Certificates, the Group II
Senior Principal Distribution Amount, to be distributed as follows:


(I)        to the Class A-3 Certificates,
the Class A-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
and


(II)       to the Class A-4 Certificates and
the Class A-5 Certificates, the Class A-4/5 Principal Distribution Amount, to be distributed as follows:


first, to the Class A-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and


second, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and then


second, concurrently, to the Class A-1 Certificates and the
Class A-2 Certificates, the Group I Senior Principal Distribution Amount, to the extent not paid pursuant to Section 4.01(c)(i)(A)
above, pro rata, based on their respective Certificate Principal Balances, until the Certificate Principal Balances thereof
have been reduced to zero.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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(b)        concurrently, to the
Class A Certificates, in an amount equal to the Unpaid Interest Shortfall Amount, if any, for such Classes for such Distribution
Date to the extent remaining unpaid after distribution of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount on such Distribution Date, allocated among such classes, pro rata, based on their respective
entitlements;


(c)        concurrently, to the
Class A Certificates, in an amount equal to the Allocated Realized Loss Amount, if any, for such Classes for such Distribution
Date, allocated among such Classes, pro rata, based on their respective Allocated Realized Loss Amounts;


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


(x)        to the Reserve Fund, the
amount by which the sum of the related Net WAC Rate Carryover Amounts, if any, with respect to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates for such Distribution Date exceeds the sum of (x) any amounts in the Reserve
Fund on such Distribution Date with respect to the Cap Agreements and (y) any amounts deposited in the Reserve Fund pursuant to
this Section 4.01(d)(i)(x) that were not distributed on prior Distribution Dates (or, if no Net WAC Rate Carryover Amounts are
payable to such Classes of Certificates on such Distribution Date, to the Reserve Fund, an amount such that when added to other
amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000);


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


(z)        to REMIC CX, as holder of
the Class C Interest, the Monthly Interest Distributable Amount for the Class C Interest plus, until the Uncertificated Principal
Balance of the Class C Interest is reduced to zero, any Overcollateralization Release Amount for such Distribution Date (in both
cases, net of such portion of amounts payable pursuant to this clause (z) that were paid pursuant to clause (x) above);
and


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


(ii)        On each Distribution Date,
after making the distributions of the Available Funds as provided in this Section 4.01 and after depositing in the Reserve Fund any
payments received under the Cap Agreements, the Trustee shall withdraw from the Reserve Fund the amounts on deposit therein and
shall distribute such amounts in the following order of priority:


(i)         first, amounts in
the Reserve Fund received with respect to the Cap Agreements shall be distributed to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, up to the amount of the related Net WAC Rate Carryover Amount, allocated among the Class
A Certificates, the Mezzanine Certificates and the Class B Certificates, pro rata, based on their related Certificate
Principal Balances, to the extent of amounts received with respect to the Cap Agreements remaining in the Reserve Fund.


(ii)        second, amounts
deposited in the Reserve Fund pursuant to Section 4.01(d)(i)(x) will be distributed in the following order of priority to the
extent of such amounts remaining in the Reserve Fund:


first, to the Class A Certificates, the related Net WAC Rate
Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i), allocated among the Class A Certificates, pro
rata, based on their Certificate Principal Balances;


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second, to the Class M‐l Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


third, to the Class M‐2 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


fourth, to the Class M‐3 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


fifth, to the Class M‐4 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


sixth, to the Class M‐5 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


seventh, to the Class M‐6 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


eighth, to the Class M‐7 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


ninth, to the Class M‐8 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i);


tenth, to the Class M‐9 Certificates, the related Net
WAC Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i); and


eleventh, to the Class B Certificates, the related Net WAC
Rate Carryover Amount to the extent not paid pursuant to Section 4.01(d)(ii)(i).


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


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(iii)       On each Distribution Date, all
amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be
withdrawn from the Distribution Account and distributed by the Trustee to the Class P Interest, and shall not be available for
distribution to any other Class of Certificates.  On each Distribution Date, all amounts representing any Master Servicer
Prepayment Charge Payment Amounts paid by or collected by the Master Servicer during the related Prepayment Period will be
withdrawn from the Distribution Account and distributed by the Trustee to the Class P Interest, and shall not be available for
distribution to any other Class of Certificates.  The payment of the foregoing amounts in respect of such Regular Interests
shall not reduce the Uncertificated Principal Balance thereof.


(e)        Without limiting the
provisions of Section 9.01(b), by acceptance of the Class R Certificates the Holders of the Class R Certificates agree, and it is
the understanding of the parties hereto, for so long as any of the NIM Notes are outstanding, to pledge their rights to receive any
amounts otherwise distributable to the Holders of the Class R Certificates (and such rights are hereby assigned and transferred) to
the Holders of the Class C Certificates to be paid to the Holders of the Class C Certificates.


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


Each distribution with respect to a Book‐Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in
accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or
“indirect participating firm”) for which it acts as agent.  Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents.  All such credits and disbursements with respect to a
Book‐Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of
the Certificates.  None of the Trustee, the Depositor, the Master Servicer or the Seller shall have any responsibility
therefor except as otherwise provided by applicable law.


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


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


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


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


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


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


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


Section 4.02 Preference
Claims.


The Trustee shall promptly notify the NIMS Insurer of any proceeding or the
institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of
any distribution made with respect to the Class C Certificates or the Class P Certificates.  Each Holder of the Class C
Certificates or the Class P Certificates, by its purchase of such Certificates, the Master Servicer and the Trustee hereby agree
that the NIMS Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to
such Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal.  In
addition and without limitation of the foregoing, the NIMS Insurer shall be subrogated to the rights of the Master Servicer, the
Trustee and each Holder of the Class C Certificates and the Class P Certificates in the conduct of any such Preference Claim,
including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in
connection with any such Preference Claim; provided, however, that the NIMS Insurer will not have any rights with respect to any
Preference Claim set forth in this paragraph unless the Trustee, as indenture trustee with respect to the Insured NIM Notes or the
holder of any Insured NIM Notes has been required to relinquish a distribution made on the Class C Certificates, the Class P
Certificates or the Insured NIM Notes, as applicable, and the NIMS Insurer made a payment in respect of such relinquished
amount.


Section 4.03 Statements.


(a)        On each Distribution Date,
based, as applicable, on information provided to it by the Master Servicer, the Trustee shall prepare and make available by
electronic medium (as set forth in the penultimate paragraph of this Section 4.03(a)) to each Holder of the Regular Certificates,
the Trustee, the Master Servicer, the NIMS Insurer and the Rating Agencies, a statement as to the distributions made on such
Distribution Date:


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


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


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


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


(v)         
reserved;


(vi)          the aggregate
amount of Advances for the related Due Period;


(vii)         the aggregate Stated
Principal Balance of the Mortgage Loans at the Close of Business at the end of the related Due Period;


(viii)        the number, aggregate
principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
related Determination Date;


(ix)          the number and
aggregate unpaid principal balance of Mortgage Loans (a) delinquent 30‐59 days, (b) delinquent 60‐89 days,
(c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month provided, however that any
aggregate unpaid principal balance of Mortgage Loans shall be reported as of the last day of the related Due Period, (d) as to
which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection
under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy
protection is in force;


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


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


(xii)         the aggregate amount
of Principal Prepayments made during the related Prepayment Period;


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


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


(xv)         the Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates,
after giving effect to the distributions made on such Distribution Date, and the Notional Amount of the Class C Certificates, after
giving effect to the distributions made on such Distribution Date;


(xvi)        the Monthly Interest
Distributable Amount in respect of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C
Certificates for such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates for such Distribution Date;


(xvii)       the aggregate amount of any
Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to
Section 3.24, and the aggregate amount of any Relief Act Interest Shortfalls for such Distribution Date;


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


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


(xx)         the Trustee Fee on such
Distribution Date;


(xxi)        whether a Stepdown Date or a
Trigger Event has occurred;


(xxii)       the Available Funds;


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


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(xxiv)      reserved;


(xxv)       any other information that is
required by the Code and regulations thereunder to be made available to Certificateholders;


(xxvi)      the amount on deposit in the Reserve
Fund;


(xxvii)     (A) the dollar amount of payments received
related to claims under the PMI Policy during the related Prepayment Period (and the number of Mortgage Loans to which such
payments related) and (B) the aggregate dollar amount of payments received related to claims under the PMI Policy since the Cut-off
Date (and the number of Mortgage Loans to which such payments related);


(xxviii)     (A) the dollar amount of claims made under
the PMI Policy that were denied during the related Prepayment Period (and the number of Mortgage Loans to which such denials
related) and (B) the aggregate dollar amount of claims made under the PMI Policy that were denied since the Cut-off Date (and the
number of Mortgage Loans to which such denials related);


(xxix)      for such Distribution Date, the amount
of any payment made by the Cap Provider under each of the Cap Agreements; and


(xxx)       the amount of Subsequent
Recoveries for the related Prepayment Period and the cumulative amount of Subsequent Recoveries in the aggregate and for each of
Loan Group I and Loan Group II.


The Trustee will make such statement (and, at its option, any additional
files containing the same information in an alternative format) available each month to Certificateholders, the Master Servicer,
the NIMS Insurer and the Rating Agencies via the Trustee’s internet website.  The Trustee’s internet website shall
initially be located at https://www.corporatetrust.db.com/invr.  Assistance in using the website can be obtained by calling
the Trustee’s customer service desk at 1‐800‐735‐7777.  Parties that are unable to use the above
distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and
indicating such.  The Trustee shall have the right to change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate
notification to all above parties regarding any such changes.


In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for
each $1,000 original dollar amount as of the Closing Date.


(b)        Within a reasonable period of
time after the end of each calendar year, the Trustee shall, upon written request, furnish to each Person who at any time during
the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is
reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i) through
(iii) above, aggregated for such calendar year  


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or applicable portion thereof during which such Person was a Certificateholder.  Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the
Code as are in force from time to time.


(c)        On each Distribution Date, the
Trustee shall forward to the Holders of the Residual Certificates and the NIMS Insurer a copy of the reports forwarded to the
Regular Certificateholders in respect of such Distribution Date with such other information as the Trustee deems necessary or
appropriate.


(d)        Within a reasonable period of
time after the end of each calendar year, the Trustee shall deliver to each Person who at any time during the calendar year was a
Holder of a Residual Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to
such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or
applicable portion thereof during which such Person was a Holder of a Residual Certificate.  Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to
Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force.


(e)        On each Distribution Date the
Trustee shall provide Bloomberg Financial Markets, L.P.  (“Bloomberg”) CUSIP level factors for each Class of
Certificates as of such Distribution Date, using a format and media mutually acceptable to the Trustee and Bloomberg.


Section 4.04 Remittance Reports; Advances.


(a)        Within one Business Day after
each Determination Date, but in no event later than such date which would allow the Trustee to submit a claim to the NIMS Insurer
under the Indenture, the Master Servicer shall deliver to the NIMS Insurer and the Trustee by telecopy or electronic mail (or by
such other means as the Master Servicer, the NIMS Insurer and the Trustee, as the case may be, may agree from time to time) a
Remittance Report with respect to the related Distribution Date.  Not later than each Master Servicer Remittance Date (or, in
the case of certain information, as agreed between the Trustee and the Master Servicer, not later than four Business Days after the
end of each Due Period), the Master Servicer shall deliver or cause to be delivered to the Trustee in addition to the information
provided on the Remittance Report, such other information reasonably available to it with respect to the Mortgage Loans as the
Trustee may reasonably require to perform the calculations necessary to make the distributions contemplated by Section 4.01
and to prepare the statements to Certificateholders contemplated by Section 4.03.  The Trustee shall not be responsible
to recompute, recalculate or verify any information provided to it by the Master Servicer.


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


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of the related Servicing
Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.23 for distribution on such Distribution
Date.


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


(c)        The obligation of the Master
Servicer to make such Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid in full or until the recovery of all
Liquidation Proceeds thereon.


(d)        Notwithstanding anything
herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by the Master Servicer if such
Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance.  The determination by the Master Servicer
that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the Master Servicer delivered to the NIMS Insurer,
the Depositor and the Trustee.


Section 4.05 Distributions on the REMIC Regular Interests.



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


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(i)         first, to the Holders of
REMIC 1 Regular Interests LT1-AA, LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7,
LT1-M8, LT1-M9, LT1‐B, LT1-ZZ, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for each such
REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest LT1-ZZ shall be
reduced and deferred when the REMIC 1 Overcollateralized Amount is less than the REMIC 1 Overcollateralization Target Amount, by
the lesser of (x) the amount of such difference and (y) the Maximum LT1-ZZ Uncertificated Accrued Interest Deferral Amount and such
amount will be payable to the Holders of REMIC 1 Regular Interests LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3,
LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9, LT1‐B in the same proportion as the Extra Principal Distribution Amount is
allocated to the Corresponding Certificates;


(ii)        second, to the Holders of
REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-2SUB, REMIC 1 Regular Interest
LT1-2GRP, and REMIC 1 Regular Interest LT1-XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for
each such REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates;


(iii)       third, an amount equal to 50% of
the remainder of the Available Funds for such Distribution Date after the distributions in clauses (i) and (ii), allocated as
follows:


(a)        to the Holders of REMIC 1
Regular Interest LT1-AA and REMIC 1 Regular Interest LT1-P, 98.00% of such remainder (other than amounts payable under clause (d)
below), until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero, provided, however, that
REMIC 1 Regular Interest LT1-P shall not be reduced until the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount
shall be distributed to REMIC 1 Regular Interest LT1-P, until $100 has been distributed pursuant to this clause;


(b)        to the Holders of REMIC 1
Regular Interests LT1-A1, LT1-A2, LT1-A3, LT1-A4, LT1-A5, LT1-M1, LT1-M2, LT1-M3, LT1-M4, LT1-M5, LT1-M6, LT1-M7, LT1-M8, LT1-M9
and LT1‐B, 1.00% of such remainder, in the same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 1 Regular Interests are reduced to zero;


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(c)        to the Holders of REMIC 1
Regular Interest LT1-ZZ, 1.00% of such remainder, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is
reduced to zero; then


(d)        any remaining amount to the
Holders of the Class R Certificates (in respect of the Class R‐1 Interest);


(iv)       fourth, an amount equal to 50% of
the remainder of the Available Funds for such Distribution Date, after the distributions in clauses (i) and (ii), allocated as
follows:


(a)        first to the Holders of REMIC
1 Regular Interest LT1-1GRP, REMIC 1 Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-2GRP, and REMIC 1 Regular Interest
LT1-2SUB in such a manner as to keep the Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with the
designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group (determined as of the current Distribution Date), and the Uncertificated Principal Balance of each REMIC 1 Regular Interest
ending with the designation “SUB” equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group as of the current Distribution Date over (y) the Certificate Principal Balance of the
Senior Certificates related to such Loan Group immediately prior to such Distribution Date (except that if such excess is larger
than it was for the preceding Distribution Date, the least amount of principal shall be distributed such that the REMIC 1
Subordinated Ratio is maintained); and then to the Holder of REMIC 1 Regular Interest LT1-XX; and


(b)        any remaining amount to the
Holders of the Class R Certificates (in respect of the Class R-1 Interest); and


(v)        fifth, to the Holders of the
REMIC 1 Regular Interest LT1-P, on the Distribution Date immediately following the expiration of the latest Prepayment Charge term
as  identified on the Mortgage Loan Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to
this clause;


provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments
that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of (i) REMIC 1 Regular Interest
LT1-AA and REMIC 2 Regular Interest LT1-P, in that order and (ii) REMIC 1 Regular Interest LT1-P, respectively; provided that REMIC
1 Regular Interest LT1-P shall not be reduced until the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount
shall be distributed to REMIC 1 Regular Interest LT1-P, until $100 has been distributed pursuant to this clause.


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On each Distribution Date, all amounts representing Prepayment Charges in
respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC 1 to the Holders of REMIC
1 Regular Interest LT1-P. The payment of the foregoing amounts to the Holders of REMIC 1 Regular Interest LT1-P shall not reduce
the Uncertificated Principal Balance thereof.


Section 4.06 Allocation of Realized Losses.


(a)        Prior to each Determination
Date, the Master Servicer shall determine as to each Mortgage Loan and REO Property:  (i) the total amount of Realized
Losses, if any, incurred in connection with any Final Recovery Determinations made during the related Prepayment Period;
(ii) whether and the extent to which such Realized Losses constituted Bankruptcy Losses; and (iii) the respective
portions of such Realized Losses allocable to interest and allocable to principal.  Prior to each Determination Date, the
Master Servicer shall also determine as to each Mortgage Loan:  (i) the total amount of Realized Losses, if any, incurred
in connection with any Deficient Valuations made during the related Prepayment Period; and (ii) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due
Period.  The information described in the two preceding sentences that is to be supplied by the Master Servicer shall be
evidenced by an Officers’ Certificate delivered to the NIMS Insurer and the Trustee by the Master Servicer prior to the
Determination Date immediately following the end of (i) in the case of Bankruptcy Losses allocable to interest, the Due Period
during which any such Realized Loss was incurred, and (ii) in the case of all other Realized Losses, the Prepayment Period
during which any such Realized Loss was incurred.


(b)        If on any Distribution Date
after giving effect to all Realized Losses incurred with respect to the Mortgage Loans during or prior to the related Due Period
and distributions of principal with respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates on
such Distribution Date, the Uncertificated Principal Balance of the Class C Interest is equal to zero, Realized Losses equal to the
Undercollateralized Amount shall be allocated by the Trustee on such Distribution Date as follows:  first, to the Class B
Certificates, until the Certificate Principal Balance thereof has been reduced to zero, second, to the Class M‐9
Certificates, until the Certificate Principal Balance thereof has been reduced to zero, third, to the Class M‐8 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, fourth, to the Class M-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, fifth, to the Class M-6 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, sixth, to the Class M‐5 Certificates until the Certificate Principal
Balance thereof has been reduced to zero, seventh, to the Class M‐4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero, eighth, to the Class M‐3 Certificates until the Certificate Principal Balance thereof has
been reduced to zero, ninth, to the Class M‐2 Certificates until the Certificate Principal Balance thereof has been reduced
to zero, tenth, to the Class M‐1 Certificates until the Certificate Principal Balance thereof has been reduced to zero, and
eleventh, (a) with respect to any Realized Losses related to the Group I Mortgage Loans, to the Group I Senior Certificates,
first, to the Class A-2 Certificates and, second, to the Class A-1 Certificates and (b) with respect to any Realized
Losses related to the Group II Mortgage Loans, to the Group II Senior Certificates, pro rata, based on their respective
Certificate Principal Balances.  If on any Distribution Date Realized Losses are allocated to both the Class M‐1
Certificates and the Class A Certificates, Realized Losses allocated to the Class A Certificates shall be allocated to the Group I
Senior Certificates and the Group II Senior Certificates, pro rata, based
on the amount of Realized Losses in 


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the related Loan Group on such Distribution Date, and, then, as provided
in clauses (a) and (b) respectively, of clause "eleventh" in the immediately
preceding sentence.  All Realized Losses to be allocated to the Certificate
Principal Balances of the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates on any Distribution Date shall be so allocated after
the actual distributions to be made on such date as provided in Section 4.01. 
All references above to the Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates shall be
to the Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses or increase
thereof by any Subsequent Recoveries, in each case to be allocated to such Class
A Certificates, Mezzanine Certificates and Class B Certificates on such
Distribution Date.


Any allocation of Realized Losses to a Class A Certificate, a Mezzanine
Certificate or a Class B Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated.  No allocations of any Realized Losses shall be made to the Class P Certificates.  Any
Realized Losses that reduce the distributions in respect of and/or the Uncertificated Principal Balance of the Class C Interest,
shall be allocated by the Trustee to reduce the distributions in respect of and/or the Certificate Principal Balance of the Class C
Certificates.


(c)       
(i)         50% of all Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date to the following REMIC 1 Regular Interests in the specified percentages, as follows:


first, to Uncertificated Accrued Interest payable to the REMIC 1 Regular
Interest LT1-AA and REMIC 1 Regular Interest LT1-ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount,
98% and 2%, respectively;


second, to the Uncertificated Principal Balances of the REMIC 1 Regular
Interest LT1-AA and REMIC 1 Regular Interest LT1-ZZ up to an aggregate amount equal to the REMIC 1 Principal Loss Allocation
Amount, 98% and 2%, respectively;


third, to the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-B and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1-B has been reduced to zero;


fourth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-M9 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1-M9 has been reduced to zero;


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fifth, to the Uncertificated Principal Balances of (i) REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interests LT1-M8 and REMIC 1 Regular Interest LT1-ZZ, (i) 98%, (ii) 1% and (iii) 1%, respectively,
until the Uncertificated Principal Balances of REMIC 1 Regular Interests LT1-M8 have been reduced to zero;


sixth, to the Uncertificated Principal Balances of (i) REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interests LT1-M7 and REMIC 1 Regular Interest LT1-ZZ, (i) 98%, (ii) 1% and (iii) 1%, respectively,
until the Uncertificated Principal Balances of REMIC 1 Regular Interests LT1-M7 have been reduced to zero;


seventh, to the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interest LT1-M6 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M6 has been reduced to zero;


eighth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-M5 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1-M5 has been reduced to zero;


ninth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-M4 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1-M4 has been reduced to zero;


tenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1-AA, REMIC 1 Regular Interest LT1-M3 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1-M3 has been reduced to zero;


eleventh, to the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interest LT1-M2 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M2 has been reduced to zero;


twelfth, to the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT1-AA, REMIC 1 Regular Interest LT1-M1 and REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-M1 has been reduced to zero;


thirteenth, with respect to Realized Losses on the Group I Mortgage Loans,
to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-A2 and REMIC 1 Regular
Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A2 has
been reduced to zero;


fourteenth, with respect to Realized Losses on the Group I Mortgage Loans,
to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1-AA, REMIC 1 Regular Interest LT1-A1 and REMIC 1 Regular
Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1-A1 has
been reduced to zero; and


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fifteenth, with respect to Realized Losses on the Group II Mortgage Loans,
to the Uncertificated Principal Balances of (i) REMIC 1 Regular Interest LT1-AA, (ii) REMIC 1 Regular Interest LT1-A3, LT1-A4 and
LT1-A5 (pro rata) and (iii) REMIC 1 Regular Interest LT1-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1-A3, LT1-A4 and LT1-A5 have been reduced to zero.


If on any Distribution Date Realized Losses are allocated to both REMIC 1
Regular Interest LT1-M1 and the REMIC 1 Regular Interests corresponding to the Class A Certificates, Realized Losses shall be
allocated among the REMIC 1 Regular Interests corresponding to the Class A Certificates in the same proportions as Realized Losses
are allocated among the Class A Certificates.


(ii)        50% of all Realized Losses on
the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to REMIC 1 Regular Interest LT1-1GRP, REMIC 1
Regular Interest LT1-1SUB, REMIC 1 Regular Interest LT1-2GRP, REMIC 1 Regular Interest LT1-2SUB, and REMIC 1 Regular Interest
LT1-XX, as follows:


after all distributions have been made on such Distribution Date, Realized
Losses shall be applied in such a manner as to keep the Uncertificated Principal Balance of each REMIC 1 Regular Interest ending
with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group (determined as of the current Distribution Date), and the Uncertificated Principal Balance of each REMIC 1
Regular Interest ending with the designation “SUB” equal to 0.01% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the current Distribution Date over (y) the Certificate Principal
Balance of the Senior Certificates related to such Loan Group immediately prior to such Distribution Date (except that if such
excess is larger than it was for the preceding Distribution Date, the least amount of Realized Loss shall be allocated such that
the REMIC 1 Subordinated Ratio is maintained); and then to REMIC 1 Regular Interest LT1-XX.


(d)        If on any Distribution Date
Allocated Realized Loss Amounts are to be reinstated due to Subsequent Recoveries, the Allocated Realized Loss Amounts shall be
reinstated by the Trustee on such Distribution Date to increase Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates in the following order of priority, in each case until the related Allocated
Realized Loss Amount has been reduced to zero:  first, (a) to the Group I Senior Certificates with respect to any
Subsequent Recoveries related to the Group I Mortgage Loans (first to the Class A‐1 Certificates and, second to
the Class A‐2 Certificates) and (b) to the Group II Senior Certificates with respect to any Subsequent Recoveries related to
the Group II Mortgage Loans, pro rata, based on their respective Certificate Principal Balances, second to the Class
M‐1 Certificates, third to the Class M‐2 Certificates, fourth to the Class M‐3 Certificates,
fifth to the Class M‐4 Certificates, sixth to the Class M‐5 Certificates, seventh to the Class
M‐6 Certificates, eighth to the Class M‐7 Certificates, ninth to the Class M‐8 Certificates,
tenth to the Class M‐9 Certificates and eleventh to the
Class B Certificates.  All Subsequent Recoveries to be allocated to the
Certificate Principal Balances of the Class A Certificates, the Mezzanine
Certificates or the Class B Certificates on any Distribution Date shall be so
allocated after the actual distributions to be made on such date as provided in
Section 4.01.  All references above to the Certificate Principal Balance of
the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates shall be to the 


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Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses or increase
thereof by any Subsequent Recoveries, in each case to be allocated to the Class
A Certificates, the Mezzanine Certificates and the Class B Certificates on such
Distribution Date.


Any Allocated Realized Loss Amounts to be reinstated to a Certificate on any
Distribution Date due to Subsequent Recoveries shall be made by increasing the Certificate Principal Balance thereof by the amount
so reinstated.  No allocations of any Subsequent Recoveries shall be made to the Class P Certificates. 


(e)        If on any Distribution Date
Subsequent Recoveries occurred in the related Prepayment Period, the amount of such Subsequent Recoveries shall be allocated among
the REMIC 1 Regular Interests as follows:


(i)         50% of the Subsequent
Recoveries from both Loan Groups shall be allocated as follows:


(a)        first, Subsequent Recoveries
attributable to the Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interests LT1-AA, LT1-A1, and LT1-ZZ, 98%, 1% and
1%, respectively, until each such REMIC 1 Regular Interest has been allocated an aggregate amount under this clause (a) equal to
aggregate Realized Losses allocated to such REMIC 1 Regular Interest under paragraph “fourteenth” of Section
4.06(c)(i);


(b)        second, Subsequent Recoveries
attributable to the Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interests LT1-AA, LT1-A2, and LT1-ZZ, 98%, 1% and
1%, respectively, until each such REMIC 1 Regular Interest has been allocated an aggregate amount under this clause (a) equal to
aggregate Realized Losses allocated to such REMIC 1 Regular Interest under paragraph “thirteenth” of Section
4.06(c)(i);


(c)        third, Subsequent Recoveries
attributable to the Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interests LT1-AA and LT1-ZZ, 98% and 1%,
respectively, and 1% pro rata among REMIC 1 Regular Interests LT1-A3, LT1-A4, and LT1-A5, until each such REMIC 1 Regular Interest
has been allocated an aggregate amount under this clause (a) equal to aggregate Realized Losses allocated to such REMIC 1 Regular
Interest under paragraph “fifteenth” of Section 4.06(c)(i); and


(d)        fourth, the rest shall be
allocated among the REMIC 1 Regular Interests in the same proportions and amounts, but in the reverse order, as Realized Losses
were allocated under Section 4.06(c)(i), paragraphs “first” through “twelfth”.


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(ii)        50% of the Subsequent
Recoveries from both Loan Groups shall be allocated in the same proportions, but in reverse order, as the Realized Losses were
allocated under Section 4.06(c)(ii).


Section 4.07 Compliance with Withholding Requirements.


Notwithstanding any other provision of this Agreement, the Trustee shall
comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount
that the Trustee reasonably believes are applicable under the Code.  The consent of Certificateholders shall not be required
for such withholding.  In the event the Trustee does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount
withheld to such Certificateholders.


Section 4.08 Commission Reporting. 


(a)        Within 15 days after each
Distribution Date, the Trustee shall, in accordance with industry standards and applicable regulations, file with the Commission
via the Electronic Data Gathering Analysis and Retrieval system, a Form 8‐K with a copy of the statement to
Certificateholders for such Distribution Date as an Exhibit thereto.  Prior to January 30, in the year following the year
of execution of this Agreement, the Trustee shall file in accordance with industry standards a Form 15 Suspension Notification with
respect to the Trust Fund, if applicable, unless notified by the Depositor by January 10 or the preceding Business Day of such year
not to file such a Form 15 with respect to the Trust Fund.  Prior to March 30, in the year following the year of execution of
this Agreement, the Depositor shall execute and the Trustee shall file a Form 10‐K, in substance conforming to industry
standards and applicable regulations, with respect to the Trust Fund together with the accompanying certification described
below.  The Trustee shall provide the Form 10‐K to the Depositor by March 20 (or the preceding Business Day if such day
is not a Business Day) of the year that such Form 10‐K is required to be filed.  The Depositor shall execute such Form
10‐K and return the original to the Trustee by March 25 (or the preceding Business Day if such day is not a Business
Day).  The Trustee shall prepare, execute, file and deliver on behalf of the Depositor Form 8-Ks required to be filed under
the Exchange Act so long as no certification in respect of such Form 8-K is required by the Commission.  The Depositor shall
prepare and the appropriate person shall execute, in accordance with the Exchange Act or any other applicable law, any
certification required under the Exchange Act or any other applicable law to accompany the Form 10‐K or any other periodic
report.  The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on
behalf of the Depositor, provided, however, that the Trustee shall not execute the Form 10-K on behalf of the Depositor.  Such
power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of
such power of attorney and (ii) the termination of the Trust Fund.  The Depositor agrees to promptly furnish to the
Trustee, from time to time upon request, such further information, reports and financial statements within its control related to
this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with
the Commission.  The Trustee shall have no responsibility to file any items other than those specified in this
Section.


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ARTICLE V

THE CERTIFICATES


Section 5.01 The Certificates.


(a)        The Certificates in the
aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in
REMIC 1.


The Certificates will be substantially in the forms annexed hereto as
Exhibits A‐1through A‐20.  The Certificates of each Class will be issuable in registered form only, in
denominations of authorized Percentage Interests as described in the definition thereof.  Each Certificate will share ratably
in all rights of the related Class.


Upon original issue, the Certificates shall be executed by the Trustee and
authenticated and delivered by the Trustee, to or upon the order of the Depositor.  The Certificates shall be executed and
attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory.  Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates.  No Certificate shall be entitled to any
benefit under this Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication
substantially in the form provided herein executed by the Trustee by manual signature, and such certificate of authentication shall
be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.  All
Certificates shall be dated the date of their authentication.


(b)        The Book Entry Certificates
shall initially be issued as one or more Certificates held by the Book‐Entry Custodian or, if appointed to hold such
Certificates as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided
below, registration of the Book‐Entry Certificates may not be transferred by the Trustee except to another Depository that
agrees to hold the Book‐Entry Certificates for the respective Certificate Owners with Ownership Interests therein.  The
Certificate Owners shall hold their respective Ownership Interests in and to the Book‐Entry Certificates through the
book‐entry facilities of the Depository and, except as provided below, shall not be entitled to definitive, fully registered
Certificates (“Definitive Certificates”) in respect of such Ownership Interests.  All transfers by Certificate
Owners of their respective Ownership Interests in the Book‐Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such Certificate Owner.  Each Depository Participant
shall only transfer the Ownership Interests in the Book‐Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.  The Trustee is hereby
initially appointed as the Book‐Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance
with the agreement that it has with the Depository authorizing it to act as such.  The Book‐Entry Custodian may, and if
it is no longer qualified to act as such, the Book‐Entry Custodian shall, appoint, by a written instrument delivered to the
Depositor, the Master Servicer and if the Trustee is not the Book‐Entry Custodian, the Trustee and any other transfer agent
(including the Depository or any successor Depository) to act as Book‐Entry Custodian under such conditions as the
predecessor Book‐Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor
Book‐Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of
other than the Depository.  If the Trustee resigns or is removed in accordance with the terms hereof, successor Trustee or, if
it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book‐Entry Custodian.  The
Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book‐Entry Certificates by the
Book‐Entry Custodian.


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The Trustee, the Master Servicer, the NIMS Insurer and the Depositor may for
all purposes (including the making of payments due on the Book‐Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book‐Entry Certificates for the purposes of the exercise by
Certificateholders of the rights of Certificateholders hereunder.  The rights of Certificate Owners with respect to the
Book‐Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate Owners.  The Depositor is hereby authorized to
execute and deliver on behalf of the Trust the Letter of Representations to be submitted on behalf of the Trust to the Depository
and to perform the obligations of the Issuer (as defined in the Letter of Representations) thereunder.  The Trustee is hereby
authorized to execute and deliver as agent of the Trust the Letter of Representations to be submitted on behalf of the Trust to the
Depository and to perform the obligations of the agent thereunder.  Multiple requests and directions from, and votes of, the
Depository as Holder of the Book‐Entry Certificates with respect to any particular matter shall not be deemed inconsistent if
they are made with respect to different Certificate Owners.  The Trustee may establish a reasonable record date in connection
with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record
date.


If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the Depositor is
unable to locate a qualified successor, (ii) the Depositor at its option advises the Trustee in writing that it elects to
terminate the book‐entry system through the Depository or (iii) after the occurrence of a Master Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book‐Entry
Certificates advise the Trustee through the Depository, in writing, that the continuation of a book‐entry system through the
Depository is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners
requesting the same.  Upon surrender to the Trustee of the Book‐Entry Certificates by the Book‐Entry Custodian or
the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the
Trustee shall issue the Definitive Certificates.  Such Definitive Certificates will be issued in minimum denominations of
$25,000, except that any beneficial ownership that was represented by a Book‐Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book‐Entry Certificate.  None of the Depositor, the Master Servicer or the Trustee shall be liable
for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of Definitive Certificates all references  


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herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect
to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.


Section 5.02 Registration of Transfer and Exchange of Certificates.


(a)        The Trustee shall cause to be
kept at one of the offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.


(b)        No transfer, sale, pledge or
other disposition of any Class B Certificate, Class C Certificate, Class P Certificate or Residual Certificate shall be made unless
such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933
Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws.  In the event of
any such transfer of any Class B Certificate to be made without registration under the Securities Act (other than in connection
with the initial sale of the Class B Certificates to the initial purchasers or the initial issuance thereof), then the Trustee
shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the
Class B Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit J‐1A hereto and a
certificate from such Class B Certificateholder’s prospective transferee substantially in the form attached as Exhibit
J‐1B hereto (which in the case of the Book-Entry Certificates, the Class B Certificateholder and the Class B
Certificateholder’s prospective transferee will be deemed to have represented such certification).  In the event of any
such transfer of any Class C Certificate, Class P Certificate or Residual Certificate (other than in connection with (i) the
initial transfer of any Class C Certificate, Class P Certificate or Residual Certificates by the Depositor to the Seller, (ii) the
transfer of any Class C Certificate, Class P Certificate or Residual Certificates by the Seller to an Affiliate of the Seller or to
a trust, the depositor of which is an Affiliate of the Seller, (iii) the transfer of any Class C Certificate, Class P Certificate
or Residual Certificates by an Affiliate of the Seller to one or more entities sponsored by such Affiliate or to a trust, the
depositor of which is one or more entities sponsored by such Affiliate or (iv) a subsequent transfer of any Class C Certificates,
Class P Certificates or Residual Certificates to the Seller or its designee by such entity or trust described in clauses (ii) or
(iii) above to which the Certificates were previously transferred in reliance on clauses (ii) or (iii) above) (i) unless such
transfer is made in reliance upon Rule 144A (as evidenced by the investment letter delivered to the Trustee, in substantially
the form attached hereto as Exhibit J‐2) under the 1933 Act, the Trustee and the Depositor shall require a written
Opinion of Counsel (which may be in‐house counsel) acceptable to and in form and substance reasonably satisfactory to the
Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
which Opinion of Counsel shall not be an expense of the Trustee or the Depositor
or (ii) the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached hereto as Exhibit L) and the
transferee to execute an investment letter (in substantially the form attached
hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor.  The Holder 


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of a Class B Certificate, Class C Certificate, Class P Certificate or
Residual Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor and the Trust Fund against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.


(c)        Each Transferee of a Class A
Certificate or Mezzanine Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate
(or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets as defined
below, (b) it has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption (“PTE”)
90-59 at 55 F.R. 36724 (1990), as such PTE is further amended by PTE 2000‐58, 65 F. R. 67765
(November 13, 2000) and PTE 2002‐41, 67 F.R. 163 (August 22, 2002) (the “Exemption”), and that it
understands that there are certain conditions to the availability of the Exemption including that each of the Cap Agreements is an
“eligible yield supplement agreement” within the meaning of PTE 2000-58 and that such Certificate must be rated, at the
time of purchase, not lower than “BBB‐” (or its equivalent) by a Rating Agency, or (c) the following
conditions are satisfied:  (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or
hold such Certificate (or interest therein) is an “insurance company general account” (as defined in U.S. Department of
Labor Prohibited Transaction Class Exemption (“PTCE”) 95‐60, and (iii) the conditions set forth in Sections
I and III of PTCE 95‐60 have been satisfied.  Each transferee of a Class B Certificate shall be deemed to have
represented by its purchase or holding of such Certificate (or interest therein) that the conditions in clause (a) or clause
(c)(i), (ii) and (iii) have been satisfied.


No transfer of a Class C Certificate, Class P Certificate or Residual
Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a
Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3‐101 (“Plan
Assets”) unless the Depositor, the Trustee and the Master Servicer are provided with an Opinion of Counsel which establishes
to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of such Certificates is permissible
under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee or the Trust Fund.  Neither an
Opinion of Counsel nor any certification will be required in connection with the (i) initial transfer of any Class C Certificate,
Class P Certificate or Residual Certificates by the Depositor to the Seller, (ii) the transfer of any Class C Certificate, Class P
Certificate or Residual Certificates by the Seller to an Affiliate of the Seller or to a trust, the depositor of which is an
Affiliate of the Seller, (iii) the transfer of any Class C Certificates, Class P Certificates or Residual Certificates by an
Affiliate of the Seller to one or more entities sponsored by such Affiliate or to a trust the depositor of which is one or more
entities sponsored by such Affiliate or (iv) a subsequent transfer of any Class C Certificates, Class P Certificates or Residual
Certificates to the Seller or its designee by such entity or  


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trust described in clauses (ii) or (iii) above to which the
Certificates were previously transferred in reliance on clauses (ii) or (iii) above (in which case, the Depositor, the Seller, any
such Affiliate and such entities sponsored by such Affiliate shall have deemed to have represented that the applicable transferee
is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of each transferee,
the Seller or such an Affiliate.  Each transferee of a Class C Certificate, Class P Certificate or Residual Certificate shall
sign a letter substantially in the form of Exhibit I to demonstrate its compliance with this Section 5.02(c) (other
than in connection with the (i) initial transfer of any Class C Certificate, Class P Certificate or Residual Certificates by the
Depositor to the Seller, (ii) the transfer of any Class C Certificate, Class P Certificate or Residual Certificates by the Seller
to an Affiliate of the Seller or to a trust, the depositor of which is an Affiliate of the Seller, (iii) the transfer of any Class
C Certificates, Class P Certificates or Residual Certificates by an Affiliate of the Seller to one or more entities sponsored by
such Affiliate or to a trust the depositor of which is one or more entities sponsored by such Affiliate or (iv) a subsequent
transfer of any Class C Certificates, Class P Certificates or Residual Certificates to the Seller or its designee by such entity or
trust described in clauses (ii) or (iii) above to which the Certificates were previously transferred in reliance on clauses (ii) or
(iii) above). 


If any Certificate or any interest therein is acquired or held in violation
of the provisions of the preceding paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial
owner of that Certificate retroactive to the date of transfer to the purported beneficial owner.  Any purported beneficial
owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the
preceding paragraph shall indemnify and hold harmless the Depositor, the Master Servicer, the Trustee and the Trust Fund from and
against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or
holding.


(d)        Each Person who has or who
acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as
its attorney‐in‐fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:


(i)         Each Person holding or
acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of
any change or impending change in its status as a Permitted Transferee.


(ii)        No Person shall acquire an
Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.


(iii)       In connection with any proposed
transfer of any Ownership Interest in a Residual Certificate, the Trustee shall as a condition to registration of the transfer,
require delivery to it, in form and substance satisfactory to it, of each of the following:


A.        an affidavit in the form of
Exhibit K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee; and


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B.         a covenant of the
proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual Certificates.


(iv)       Any attempted or purported transfer
of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null
and void and shall vest no rights in the purported transferee.  If any purported transferee shall, in violation of the
provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted
by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual
Certificate.  The Trustee shall not be under any liability to any Person for any registration of transfer of a Residual
Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to
the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the
Trustee received the documents specified in clause (iii).  The Trustee shall be entitled to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on
such Residual Certificate.  Any such distributions so recovered by the Trustee shall be distributed and delivered by the
Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee.


(v)        If any Person other than a
Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section,
then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any
other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual
Certificate.  The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its
affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of
such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of
such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the
Trustee may withhold a corresponding amount from such remittance as security for such claim.  The terms and conditions of any
sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.


(vi)       If any Person other than a
Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section,
then the Trustee will provide to the Internal Revenue Service, and to the persons designated in Section 860E(e)(3) of the Code,
information needed to compute the tax imposed under Section 860E(e)(1) of the Code on such transfer.


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The foregoing provisions of this Section shall cease to apply to transfers
occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the
Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this
Section will not cause such Rating Agency to downgrade its rating of any of the Other NIM Notes, the Insured NIM Notes
(without giving effect to any insurance policy issued by the NIMS Insurer) or the Certificates and (ii) an Opinion of Counsel
to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC.


(e)        Subject to the preceding
subsections, upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee designated from
time to time for such purpose pursuant to Section 8.12, the Trustee shall execute and authenticate and deliver, in the name of
the designated Transferee or Transferees, one or more new Certificates of the same Class of a like aggregate Percentage
Interest.


(f)         At the option of the
Holder thereof, any Certificate may be exchanged for other Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12.  Whenever any Certificates are so surrendered for exchange the Trustee shall
execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. 
Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or
be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing.


(g)        No service charge shall be
made for any registration of transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of
Certificates.


All Certificates surrendered for registration of transfer or exchange shall
be canceled by the Trustee and disposed of pursuant to its standard procedures.


Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.


If (i) any mutilated Certificate is surrendered to the Trustee or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered
to the Trustee and the Depositor and (in the case of a Class C Certificate or Class P Certificate) the NIMS Insurer such security
or indemnity as may be required by them to save each of them, and the Trust Fund, harmless, then, in the absence of notice to the
Trustee that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and
Percentage Interest.  Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) in connection therewith.  Any duplicate Certificate issued pursuant to this
Section, shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.


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Section 5.04 Persons Deemed Owners.


The Master Servicer, the Depositor, the Trustee, the NIMS Insurer and any
agent of the Master Servicer, the Depositor, the Trustee or the NIMS Insurer may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Master Servicer, the Depositor, the Trustee, the NIMS
Insurer nor any agent of any of them shall be affected by notice to the contrary.




ARTICLE VI

THE MASTER SERVICER AND THE DEPOSITOR


Section 6.01 Liability of the Master Servicer and the Depositor.


The Depositor and the Master Servicer each shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Depositor and
the Master Servicer herein.


Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer.


Subject to the following paragraph, the Depositor will keep in full effect
its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation.  Subject to the
following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its incorporation and its qualification as an approved conventional seller/servicer for Fannie Mae or
Freddie Mac in good standing.  The Depositor and the Master Servicer each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this
Agreement.


The Depositor or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of
the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that the Rating Agencies’
ratings of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates and the Class B Certificates and the shadow
rating of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) in effect immediately
prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to
such effect from the Rating Agencies to the Trustee).


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Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others.


None of the Depositor, the Master Servicer or any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such
person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the
Master Servicer or the Depositor, as applicable, pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder.  The Depositor, the Master Servicer and any director, officer, employee or agent of the
Depositor or the Master Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder.  The Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other
than any loss, liability or expense relating to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and
duties hereunder.  Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not
involve it in any expense or liability; provided, however, that each of the Depositor and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder.  In such event, unless the Depositor or the Master
Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not
be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves
hereunder), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent
provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Collection Account.


The Master Servicer (except the Trustee to the extent it has succeeded the
Master Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor and the Trust Fund harmless against any and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees
and expenses that the Trustee, the Depositor or the Trust Fund may sustain in any way related to the failure of the Master  


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Servicer
to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement.  The Master Servicer
shall immediately notify the Trustee, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses,
penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master
Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith,
including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the
Master Servicer, the Trustee, the Depositor and/or the Trust Fund in respect of such claim.  The provisions of this paragraph
shall survive the termination of this Agreement and the payment of the outstanding Certificates.


Section 6.04 Limitation on Resignation of Master Servicer.


The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or
(ii) with the written consent of the Trustee and the NIMS Insurer and written confirmation from each Rating Agency (which
confirmation shall be furnished to the Depositor and the Trustee) that such resignation will not cause such Rating Agency to reduce
the then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B
Certificates or the shadow rating of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS
Insurer).  Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the
Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and
delivered to the Trustee.  No resignation of the Master Servicer shall become effective until the Trustee or a successor
servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this
Agreement.


Except as expressly provided herein, the Master Servicer shall not assign or
transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor
authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer
hereunder.  The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a
Sub‐Servicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided, however, that as
provided in Section 3.06 hereof, no Sub‐Servicer shall be a third‐party beneficiary hereunder and the parties
hereto shall not be required to recognize any Sub‐Servicer as an indemnitee under this Agreement.  If, pursuant to any
provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the
Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor
master servicer.


Section 6.05 Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of the Master Servicer.


The Master Servicer shall afford (and any Sub‐Servicing Agreement
shall provide that each Sub‐Servicer shall afford) the Depositor, the NIMS Insurer and the Trustee, upon reasonable notice,
during normal business hours, access to all records maintained by the Master Servicer (and any such Sub‐Servicer) in respect
of the Master Servicer’s rights and obligations hereunder and access to officers of the Master Servicer (and those of any
such  


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Sub‐Servicer) responsible for such obligations.  Upon request, the Master Servicer shall furnish to the Depositor,
the NIMS Insurer and the Trustee its (and any such Sub‐Servicer’s) most recent financial statements and such other
information relating to the Master Servicer’s capacity to perform its obligations under this Agreement that it
possesses.  To the extent such information is not otherwise available to the public, the Depositor, the NIMS Insurer and the
Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer’s
(or any such Sub‐Servicer’s) written consent, except as required pursuant to this Agreement or to the extent that it is
necessary to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating
agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Depositor, the NIMS Insurer, the Trustee or the Trust Fund, and in either
case, the Depositor or the Trustee, as the case may be, shall use, and the NIMS Insurer shall be deemed to have agreed with the
parties hereto to use, its best efforts to assure the confidentiality of any such disseminated non‐public information. 
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer under this Agreement and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer under this Agreement or
exercise the rights of the Master Servicer under this Agreement; provided that the Master Servicer shall not be relieved of any of
its obligations under this Agreement by virtue of such performance by the Depositor or its designee.  The Depositor shall not
have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the
performance of the Master Servicer under this Agreement or otherwise.




ARTICLE VII

DEFAULT


Section 7.01 Master Servicer Events of Default.


“Master Servicer Event of Default,” wherever used herein, means
any one of the following events:


(i)         any failure by the
Master Servicer to remit to the Trustee for distribution to the Certificateholders any payment (other than an Advance required to
be made from its own funds on any Master Servicer Remittance Date pursuant to Section 4.04) required to be made under the
terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which
written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor,
the Trustee (in which case notice shall be provided by telecopy), or to the Master Servicer, the Depositor and the Trustee by the
NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights; or


(ii)        any failure on the part of
the Master Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Master
Servicer contained in this Agreement which continues unremedied for a period of 45 days (30 days in the case of any failure to
maintain a Sub‐Servicing Agreement with an eligible Sub‐Servicer to the extent required in accordance with
Section 3.02(c)) after the earlier of (i) the date on which  


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written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Depositor or the Trustee, or to the Master Servicer, the Depositor
and the Trustee by the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights and
(ii) actual knowledge of such failure by a Servicing Representative of the Master Servicer; or


(iii)       a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding‐up or liquidation of its
affairs, shall have been entered against the Master Servicer and if such proceeding is being contested by the Master Servicer in
good faith, such decree or order shall have remained in force undischarged or unstayed for a period of 60 days or results in the
entry of an order for relief or any such adjudication or appointment; or


(iv)       the Master Servicer shall consent
to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property;
or


(v)        the Master Servicer shall
admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its creditors; or


(vi)       any failure by the Master Servicer
of the Master Servicer Termination Test; or


(vii)      any failure of the Master Servicer to
make, or cause an Advancing Person to make, any Advance on any Master Servicer Remittance Date required to be made from its own
funds pursuant to Section 4.04 which continues unremedied until 3:00 p.m. New York time on the Business Day immediately
following the Master Servicer Remittance Date; or


(viii)      the Master Servicer ceases to be an
approved seller or servicer of Fannie Mae.


If a Master Servicer Event of Default described in clauses (i) through
(vi) of this Section shall occur, then, and in each and every such case, so long as such Master Servicer Event of Default
shall not have been remedied, the Depositor or the Trustee may, and at the written direction of the NIMS Insurer or the Holders of
Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the NIMS Insurer and the Master
Servicer (and to  


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the Depositor if given by the Trustee or to the Trustee if given by the Depositor), terminate all of the rights
and obligations of the Master Servicer in its capacity as Master Servicer under this Agreement, to the extent permitted by law, and
in and to the Mortgage Loans and the proceeds thereof.  If a Master Servicer Event of Default described in clauses (vii) or
(viii) hereof shall occur, the Trustee shall, by notice in writing to the Master Servicer (delivered immediately by facsimile and
effective on the date of acknowledgement of receipt in the case of a Master Servicer Event of Default described in clause (vii)),
the NIMS Insurer and the Depositor, terminate all of the rights and obligations of the Master Servicer in its capacity as Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof.  On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect
to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered, as
attorney‐in‐fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer, any and
all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise.  The Master Servicer agrees, at its sole cost and expense, promptly (and in any event no
later than ten Business Days subsequent to such notice) to provide the Trustee with all documents and records requested by it to
enable it to assume the Master Servicer’s functions under this Agreement, and to cooperate with the Trustee in effecting the
termination of the Master Servicer’s responsibilities and rights under this Agreement, including, without limitation, the
transfer within one Business Day to the Trustee for administration by it of all cash amounts which at the time shall be or should
have been credited by the Master Servicer to the Collection Account held by or on behalf of the Master Servicer, or any REO Account
or Servicing Account held by or on behalf of the Master Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property (provided, however, that the Master Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and shall
continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, with respect to events
occurring prior to such termination).  For purposes of this Section 7.01, the Trustee shall not be deemed to have
knowledge of a Master Servicer Event of Default unless a Responsible Officer of Trustee assigned to and working in the
Trustee’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a
Master Servicer Event of Default is received by the Trustee and such notice references the Certificates, any of the Trust REMICs or
this Agreement.


The Trustee shall be entitled to be reimbursed by the Master Servicer (or by
the Trust Fund if the Master Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of
servicing from the predecessor master servicer, including without limitation, any costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage
Loans properly and effectively.


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Section 7.02 Trustee to Act; Appointment of Successor.


(a)        On and after the time the
Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer in its
capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto and arising thereafter, which shall be assumed by the Trustee (except
for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by
the terms and provisions hereof including, without limitation, the Master Servicer’s obligations to make Advances pursuant to
Section 4.04; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make
advances regarding delinquent Mortgage Loans, then the Trustee shall not be obligated to make Advances pursuant to
Section 4.04; and provided further, that any failure to perform such duties or responsibilities caused by the Master
Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as
successor to the Master Servicer hereunder; provided, however, it is understood and acknowledged by the parties that there will be
a period of transition (not to exceed 90 days) before the servicing transfer is fully effected.  As compensation therefor, the
Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have
been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer
prior to its termination or resignation).  Notwithstanding anything herein to the contrary, in no event shall the Trustee be
liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to
induce any successor Master Servicer to act as successor Master Servicer under this Agreement and the transactions set forth or
provided for herein.  After the Master Servicer receives a notice of termination, notwithstanding the above and subject to the
next paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by
law from making advances regarding delinquent Mortgage Loans, or if the NIMS Insurer or the Holders of Certificates entitled to at
least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency, having a net worth of
not less than $15,000,000 and reasonably acceptable to the NIMS Insurer, as the successor to the Master Servicer under this
Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this
Agreement.


No appointment of a successor to the Master Servicer under this Agreement
shall be effective until the assumption by the successor of all of the Master Servicer’s responsibilities, duties and
liabilities hereunder.  In connection with such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as such hereunder.  The
Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.  Pending appointment of a successor to the Master Servicer under this Agreement, the Trustee
shall act in such capacity as hereinabove provided.


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Upon removal or resignation of the Master Servicer, the Trustee, with the
cooperation of the Depositor, (x) shall solicit bids for a successor Master Servicer as described below and (y) pending
the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer of the Mortgage
Loans serviced by such predecessor Master Servicer.  The Trustee shall solicit, by public announcement, bids from housing and
home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the first paragraph of
this Section 7.02 (including the Trustee or any affiliate thereof).  Such public announcement shall specify that the successor
Master Servicer shall be entitled to the servicing compensation agreed upon between the Trustee, the successor Master Servicer and
the Depositor; provided, however, that no such fee shall exceed the Servicing Fee.  Within thirty days after any such public
announcement, the Trustee with the cooperation of the Depositor, shall negotiate in good faith and effect the sale, transfer and
assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as
to the price they will pay to obtain such servicing.  The Trustee, upon receipt of the purchase price shall pay such purchase
price to the Master Servicer being so removed, after deducting from any sum received by the Trustee from the successor to the
Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale,
transfer and assignment of the servicing rights and responsibilities reasonably incurred hereunder.  After such deductions,
the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale.


(b)        If the Master Servicer fails
to remit to the Trustee for distribution to the Certificateholders any payment required to be made under the terms of this
Agreement (for purposes of this Section 7.02(b), a “Remittance”) because the Master Servicer is the subject of a
proceeding under the Bankruptcy Code and the making of such Remittance is prohibited by Section 362 of the Bankruptcy Code,
the Trustee shall upon written notice of such prohibition, regardless of whether it has received a notice of termination under
Section 7.01, shall be treated as though it had succeeded to the Master Servicer and shall advance the amount of such
Remittance by depositing such amount in the Distribution Account on the related Distribution Date.  The Trustee shall be
obligated to make such advance only if (i) such advance, in the good faith judgment of the Trustee can reasonably be expected
to be ultimately recoverable from Stayed Funds and (ii) the Trustee is not prohibited by law from making such advance or
obligating itself to do so.  Upon remittance of the Stayed Funds to the Trustee or the deposit thereof in the Distribution
Account by the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court, the Trustee may recover the amount so
advanced, without interest, by withdrawing such amount from the Distribution Account; however, nothing in this Agreement shall be
deemed to affect the Trustee’s rights to recover from the Master Servicer’s own funds interest on the amount of any
such advance.  If the Trustee at any time makes an advance under this Subsection which it later determines in its good
faith judgment will not be ultimately recoverable from the Stayed Funds with respect to which such advance was made, the Trustee
shall be entitled to reimburse itself for such advance, without interest, by withdrawing from the Distribution Account, out of
amounts on deposit therein, an amount equal to the portion of such advance attributable to the Stayed Funds.


Section 7.03 Notification to Certificateholders.


(a)        Upon any termination of the
Master Servicer pursuant to Section 7.01 above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register and to the NIMS Insurer. 


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(b)        Not later than the later of 60
days after the occurrence of any event, which constitutes or which, with notice or lapse of time or both, would constitute a Master
Servicer Event of Default or five days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event,
the Trustee shall transmit by mail to all Holders of Certificates and to the NIMS Insurer notice of each such occurrence, unless
such default or Master Servicer Event of Default shall have been cured or waived.


Section 7.04 Waiver of Master Servicer Events of Default.


The Holders representing at least 66% of the Voting Rights evidenced by all
Classes of Certificates affected by any default or Master Servicer Event of Default hereunder may, with the consent of the NIMS
Insurer, waive such default or Master Servicer Event of Default; provided, however, that a default or Master Servicer
Event of Default under clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular
Certificates and the NIMS Insurer (as evidenced by the written consent of the NIMS Insurer).  Upon any such waiver of a
default or Master Servicer Event of Default, such default or Master Servicer Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder.  No such waiver shall extend to any subsequent or other default or
Master Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.




ARTICLE VIII

THE TRUSTEE


Section 8.01 Duties of Trustee.  


The Trustee, prior to the occurrence of a Master Servicer Event of Default
and after the curing of all Master Servicer Events of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement.  During a Master Servicer Event of Default, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.  Any
permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty.


The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement.  If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to
the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders.


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No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however,
that:


(i)         Prior to the occurrence
of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement;


(ii)        The Trustee shall not be
personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and


(iii)       The Trustee shall not be
personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the
direction of the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement.


Section 8.02 Certain Matters Affecting the Trustee.


(a)        Except as otherwise provided
in Section 8.01:


(i)         The Trustee may request
and rely conclusively upon and shall be fully protected in acting or refraining from acting upon any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties and the manner of obtaining consents and evidencing the authorization of the execution thereof shall be
subject to such reasonable regulations as the Trustee may prescribe;


(ii)        The Trustee may consult with
counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;


(iii)       The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the NIMS Insurer or the Certificateholders, pursuant
to the provisions of this Agreement, unless the NIMS Insurer or such Certificateholders shall have offered to the Trustee security
or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default
(which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs;


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(iv)       The Trustee shall not be personally
liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


(v)        Prior to the occurrence of a
Master Servicer Event of Default hereunder and after the curing of all Master Servicer Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights;
provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee not reasonably assured to the Trustee by the
NIMS Insurer or such Certificateholders, the Trustee may require reasonable indemnity against such expense, or liability from the
NIMS Insurer or such Certificateholders as a condition to taking any such action;


(vi)       The Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by or through agents custodians, nominees or
attorneys and shall not be responsible for any willful misconduct or negligence of such agents, custodians, nominees or attorneys
(as long as such agents, custodians, nominees or attorneys are appointed with due and proper care);


(vii)      The Trustee shall not be personally
liable for any loss resulting from the investment of funds held in the Collection Account at the direction of the Master Servicer
pursuant to Section 3.12; and


(viii)      Except as otherwise expressly provided
herein, none of the provisions of this Agreement shall require the Trustee to expend or risk its own funds or otherwise to incur
any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the
expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with
the provisions of this Agreement) if it shall have reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it.


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(b)        All rights of action under
this Agreement or under any of the Certificates, enforceable by the Trustee may be enforced by it without the possession of any of
the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject
to the provisions of this Agreement.


Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.


The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the execution and authentication of the Trustee on the Certificates, the acknowledgments of the Trustee
contained in Article II and the representations and warranties of the Trustee in Section 8.13) shall be taken as the
statements of the Depositor, and the Trustee shall not assume any responsibility for their correctness.  The Trustee makes no
representations or warranties as to the validity or sufficiency of this Agreement (other than as specifically set forth in
Section 8.13) or of the Certificates (other than execution and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document.  The Trustee shall not be accountable for the use or application by the Depositor of any of
the Certificates or of the proceeds of the Certificates, or for the use or application of any funds paid to the Depositor or the
Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Master Servicer,
other than any funds held by or on behalf of the Trustee in accordance with Section 3.10.


Section 8.04 Trustee May Own Certificates.


The Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were not Trustee and may transact banking and/or trust
business with the Seller, the Depositor, the Master Servicer or their Affiliates.


Section 8.05 Trustee's Fees and Expenses.


(a)        On the Closing Date, the
Depositor shall pay to the Trustee as specified in a separate agreement between the Depositor and the Trustee.  The Trustee
shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee for such Distribution Date
and one day’s interest earnings (net of losses) on amounts on deposit in the Distribution Account.  The right to receive
the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
responsibilities and obligations under this Agreement. 


The Trustee, and any director, officer, employee or agent of the Trustee
shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses,
disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement)
incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations (including,
without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any loss,
liability or expense (i) in any way relating to the failure of the  


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Master Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement, (ii) that constitutes a specific liability of the Trustee
pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder,
including as a result of a breach of the Trustee’s obligations under Article X hereof.  Any amounts payable to the
Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph
(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or any director, officer, employee or
agent of the Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at
any time.  Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee.


As a limitation on the foregoing with respect to certain expenses of the
Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses
(collectively, “Legal Fees”) in connection with any third‐party litigation or other claims alleging violations of
laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party
Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000
for any month carried‐forward to subsequent months, until the $600,000 aggregate maximum is reached).  The Trustee shall
have no obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the
aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses.  The
Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of
the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.


(b)        Without limiting the Master
Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and
hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s obligations and
duties under this Agreement.  Such indemnity shall survive the termination or discharge of this Agreement and the resignation
or removal of the Trustee.  Any payment under this Section 8.05(b) made by the Master Servicer to the Trustee shall
be from the Master Servicer’s own funds, without reimbursement from the Trust Fund therefor.


Section 8.06 Eligibility Requirements for Trustee.


The Trustee hereunder shall at all times be a corporation or an association
(other than the Depositor, the Seller, the Master Servicer or any Affiliate of the foregoing) organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. 
If such corporation or association publishes reports of conditions at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of
conditions so published.  In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.


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Section 8.07 Resignation or Removal of Trustee.


The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice thereof to the NIMS Insurer, the Depositor, the Master Servicer and the Certificateholders. 
Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to the successor Trustee acceptable to the NIMS Insurer
and to the Holders of Certificates entitled to at least 51% of the Voting Rights.  A copy of such instrument shall be
delivered to the Certificateholders and the Master Servicer by the Depositor.  If no successor Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee.


If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer, or if
at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer, may remove the
Trustee and the Depositor may appoint a successor Trustee, acceptable to the NIMS Insurer and to the Holders of Certificates
entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor Trustee.  A copy of such instrument shall be delivered to the Certificateholders and
the Master Servicer by the Depositor.


The Holders of Certificates entitled to at least 51% of the Voting Rights,
with the consent of the NIMS Insurer, may at any time remove the Trustee and appoint a successor Trustee by written instrument or
instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their attorneys‐in‐fact duly
authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed.  A copy of such instrument shall be delivered to the NIMS Insurer, the
Certificateholders and the Master Servicer by the Depositor. 


Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the
successor Trustee as provided in Section 8.08. 


Section 8.08 Successor Trustee.


Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such 


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successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee
herein.  The predecessor Trustee shall deliver to the successor Trustee all
Mortgage Files and related documents and statements, as well as all moneys, held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which Custodian shall become the agent of any successor Trustee hereunder), and
the Depositor and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties and obligations.


No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of
Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the ratings of any of the
Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any
insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency.


Upon acceptance of appointment by a successor Trustee as provided in this
Section, the Depositor shall mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register.  If the Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the
Depositor.


Section 8.09 Merger or Consolidation of Trustee.


Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or association succeeding to the business of the Trustee,
shall be the successor of the Trustee hereunder, provided such corporation or association shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.


Section 8.10 Appointment of Co‐Trustee or Separate Trustee.


Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of REMIC 1, or property securing the same may at the time
be located, the Master Servicer and the Trustee, acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee and the NIMS Insurer, to act as co‐trustee or co‐trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of REMIC 1, and to vest in such Person
or Persons, in such capacity, such title to REMIC 1, or any part thereof and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable.  If the Master Servicer shall not have joined in such appointment or the NIMS Insurer shall not have
approved such appointment within 15 days after the receipt by it of a request so to do, or in case a Master Servicer Event of
Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.  No
co‐trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co‐trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.  If such appointment is at the request of the Master Servicer
then any expense of the Trustee shall be deemed a Servicing Advance for all purpose of this Agreement, otherwise it will be an
expense of the Trustee and will be payable out of the Trustee's funds.


I


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n the case of any appointment of a co‐trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co‐trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee
(whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to
REMIC 1, or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or
co‐trustee at the direction of the Trustee.


Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co‐trustees, as effectively as if given to each of them. 
Every instrument appointing any separate trustee or co‐trustee shall refer to this Agreement and the conditions of this
Article VIII.  Each separate trustee and co‐trustee, upon its acceptance of the trust conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall
be filed with the Trustee.


Any separate trustee or co‐trustee may, at any time, constitute the
Trustee, its agent or attorney‐in‐fact, with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co‐trustee
shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


Section 8.11 Appointment of Custodians.


The Trustee may, with the consent of the Depositor and the Master Servicer,
appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a
Custodial Agreement.  The Trustee shall initially serve as the Custodian and this Agreement shall serve as the Custodial
Agreement.  The appointment of any Custodian may at any time be terminated and a substitute Custodian appointed therefor upon
the reasonable request of the Master Servicer to the Trustee and the consent of the NIMS Insurer, the consent to which shall not be
unreasonably withheld.  The Trustee shall pay any and all fees and expenses of any Custodian (other than the Washington Mutual
Custodian) in accordance with each Custodial Agreement.  Subject to Article VIII hereof, the Trustee agrees to comply
with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of
the Certificateholders having an interest in any Mortgage File held by such Custodian.  Each Custodian shall be a depository
institution or trust company subject to supervision by federal or state authority, shall have combined capital and surplus of at
least  


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$10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.  Each
Custodial Agreement may be amended only as provided in Section 11.01.  In no event shall the appointment of any Custodian
pursuant to a Custodial Agreement diminish the obligations of the Trustee hereunder.  The Trustee shall at all times remain
responsible under the terms of this Agreement notwithstanding the fact that certain duties have been assigned to the Custodian
(other than the Washington Mutual Custodian), but only to the extent the Trustee is responsible for its own acts hereunder. 
Any documents delivered by the Depositor or the Master Servicer to a Custodian other than the Trustee, if any, shall be deemed to
have been delivered to the Trustee for all purposes hereunder; and any documents held by such a Custodian, if any, shall be deemed
to be held by the Trustee for all purposes hereunder.


Section 8.12 Appointment of Office or Agency.


The Trustee will appoint an office or agency in the City of New York where
the Certificates may be surrendered for registration of transfer or exchange, and presented for final distribution, and where
notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served.  As of the Closing
Date, the Trustee designates its offices located at the office of Trustee’s agent, located at DTC Transfer Agent Services, 55
Water Street, Jeanette Park Entrance, New York, NY  10041 for such purpose.


Section 8.13 Representations and Warranties of the Trustee.


The Trustee hereby represents and warrants to the Master Servicer and the
Depositor, as of the Closing Date, that:


(i)         it is a national banking
association duly organized, validly existing and in good standing under the laws of the United States.


(ii)        the execution and delivery of
this Agreement, and the performance and compliance with the terms of this Agreement, will not violate its charter or bylaws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets.


(iii)       it has the full power and
authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery
and performance of this Agreement, and has duly executed and delivered this Agreement.


(iv)       this Agreement, assuming due
authorization, execution and delivery by the Master Servicer and the Depositor, constitutes its valid, legal and binding
obligation, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law.


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ARTICLE IX

TERMINATION


Section 9.01 Termination Upon Purchase or Liquidation of All Mortgage Loans.


(a)        Subject to Section 9.02,
the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer and the Trustee (other
than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for
and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests and the Classes
of Certificates as hereinafter set forth) shall terminate upon the payment to the Certificateholders and the deposit of all amounts
held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or
following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC 1 and (ii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in REMIC 1; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the date hereof.  The purchase by the
Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination
Price”) equal to (a) if the Terminator is the Master Servicer, 100% of the aggregate Stated Principal Balance of all the
Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related
Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be
effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an
appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the NIMS Insurer, the greater
of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO
Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its
reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the
Terminator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the third paragraph of this Section 9.01), and any additional amounts necessary
to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts
necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or
otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to
the extent not previously reimbursed or paid.


(b)        The Master Servicer shall have
the right and, if the Master Servicer does not exercise such right, the NIMS Insurer, shall have the right (the party exercising
such right, the “Terminator”) to purchase all of the Mortgage Loans and each REO Property remaining in REMIC 1
pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however, that the Terminator may elect to purchase all of
the Mortgage Loans and each REO Property remaining in REMIC 1 pursuant  


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to clause (i) of the preceding paragraph only if
(A) the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time
of such election is equal to or less than 10% of the Cut-off Date Principal Balance of the Closing Date Mortgage Loans. 
Additionally, if the Terminator is the Master Servicer, the Terminator may elect to  purchase all of the Mortgage Loans and
each REO Property in REMIC 1 pursuant to clause (i) of the preceding paragraph only if the Termination Price (A) is equal to or
less than the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of
business on the third Business Day next preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 9.01(c)) and (B) will result in distributions on the Certificates sufficient (together
with all amounts received under the Indenture other than on account of the Certificates) to pay all interest accrued on, as well as
amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer
for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer,
in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed
or paid (unless the NIMS Insurer consents to a lesser Termination Price).  By acceptance of the Residual Certificates, the
Holders of the Residual Certificates agree for so long as any NIM Notes are outstanding, in connection with any termination
hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay
any such amounts to the Holders of the Class C Certificates. 


(c)        Notice of the liquidation of
the REMIC 1 Regular Interests shall be given promptly by the Trustee by letter to Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not
earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month,
in each case specifying (i) the Distribution Date upon which the Trust Fund will terminate and final payment in respect of the
REMIC 1 Regular Interests and the related Certificates will be made upon presentation and surrender of the related
Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment, (iii) that no
interest shall accrue in respect of the REMIC 1 Regular Interests or the related Certificates from and after the Accrual
Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of
the Trustee designated in such notice for purposes of such surrender.  The Trustee shall remit to the Master Servicer from
such funds deposited in the Distribution Account (i) any amounts which the Master Servicer would be permitted to withdraw and
retain from the Collection Account pursuant to Section 3.11 and (ii) any other amounts otherwise payable by the Trustee
to the Master Servicer from amounts on deposit in the Distribution Account pursuant to the terms of this Agreement, in each case
prior to making any final distributions pursuant to Section 9.01(d) below.  Upon certification to the Trustee by a
Servicing Representative of the making of such final deposit, the Trustee shall promptly release or cause to be released to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and
other instruments necessary to effectuate such transfer.


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(d)        Upon presentation of the
Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered.  Any funds not distributed to any Holder or
Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held in trust by the Trustee and credited to the account of the appropriate
non‐tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non‐tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all
such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining related non‐tendering Certificateholders concerning surrender of their Certificates.  The costs and
expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in
the trust funds.  If within one year after the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to Greenwich Capital Markets, Inc. all such amounts, and all rights of non‐tendering
Certificateholders in or to such amounts shall thereupon cease.  No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Trustee as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.


Immediately following the deposit of funds in trust hereunder in respect of
the Certificates, the Trust Fund shall terminate.


Section 9.02 Additional Termination Requirements.


(a)        In the event that the
Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage
Loan or REO Property remaining in REMIC 1 pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements:


(i)         The Trustee shall
specify the first day in the 90‐day liquidation period in a statement attached to each Trust REMIC’s final Tax Return
pursuant to Treasury regulation Section 1.860F‐l and shall satisfy all requirements of a qualified liquidation under
Section 860F of the Code and any regulations thereunder with respect to each Trust REMIC, as evidenced by an Opinion of
Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator;


(ii)        During such 90‐day
liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of
the assets of REMIC 1 to the Terminator for cash; and


(iii)       At the time of the making of the
final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
terminate at that time. 


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(b)        At the expense of the
Terminator, the Trustee shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan
of liquidation of each Trust REMIC pursuant to the Section 9.02(a).


(c)        By their acceptance of
Certificates, the Holders thereof hereby agree to authorize the Trustee to specify the 90‐day liquidation period for each
Trust REMIC, which authorization shall be binding upon all successor Certificateholders.




ARTICLE X

REMIC PROVISIONS


Section 10.01 REMIC Administration.


(a)        The Trustee shall elect to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under applicable state law.  Each such election will be
made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for
the taxable year ending on the last day of the calendar year in which the Certificates are issued, copies of which forms and
returns shall promptly be furnished by the Trustee to the NIMS Insurer.  For the purposes of the REMIC election in respect of
REMIC 1, the REMIC 1 Regular Interests shall be designated as the Regular Interests in REMIC 1 and the Class
R‐1 Interest shall be designated as the Residual Interest in REMIC 1.  For the purposes of the REMIC election in
respect of REMIC 2, (i) the Regular Certificates (other than the Class C Certificates and the Class P Certificates) and the REMIC 2
Regular Interests shall be designated as the Regular Interests in REMIC 2 and (ii) the Class R-2 Interest shall be designated as
the Residual Interest in REMIC 2.  For the purposes of the REMIC election in respect of REMIC CX, the Class C
Certificates shall be designated as the Regular Interests in REMIC CX and the Class R‐CX Interest shall be designated as
the Residual Interest in REMIC CX.  For purposes of the REMIC election in respect of REMIC PX, the Class P Certificates
shall be designated as the Regular Interests in REMIC PX and the Class R-PX Interest shall be designated as the Residual Interest
in REMIC PX.  The Trustee shall not permit the creation of any “interests” in REMIC 1, REMIC 2, REMIC CX or
REMIC PX (within the meaning of Section 860G of the Code) other than the REMIC 1 Regular Interests, the REMIC 2
Regular Interests and the interests represented by the Certificates.


(b)        The Closing Date is hereby
designated as the “Startup Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the
Code.


(c)        The Trustee shall pay, out of
funds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not
limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the
Internal Revenue Service or state tax authorities) unless such expenses, professional fees or any administrative or judicial
proceedings are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence.  The Trustee, as agent
for each Trust REMIC’s tax matters person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or
controversy involving any Trust REMIC and (ii) represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect thereto and will be entitled to reimbursement  


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from the
Trust Fund for any expenses incurred by the Trustee in connection therewith unless such administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trustee’s willful
misfeasance, bad faith or negligence.  The holder of the largest Percentage Interest of the Class R Certificates shall be
designated, in the manner provided under Treasury regulations Section 1.860F‐4(d) and Treasury regulations
Section 301.6231(a)(7)‐1, as the tax matters person of each Trust REMIC created hereunder other than REMIC CX and REMIC
PX.  The holder of the largest Percentage Interest of the Class R-CX Certificates shall be designated, in the manner provided
under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of
REMIC CX.  The holder of the largest Percentage Interest of the Class R-PX Certificates shall be designated, in the manner
provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters
person of REMIC PX.  By its acceptance thereof, each such holder hereby agrees to irrevocably appoint the Trustee or an
Affiliate as its agent to perform all of the duties of the tax matters person of each respective REMIC.


(d)        The Trustee shall prepare,
sign and file in a timely manner, all of the Tax Returns in respect of each REMIC created hereunder, copies of which Tax Returns
shall be promptly furnished to the NIMS Insurer.  The expenses of preparing and filing such returns shall be borne by the
Trustee without any right of reimbursement therefor.   The Master Servicer shall provide on a timely basis to the Trustee or
its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the
Trustee to enable it to perform its respective obligations under this Article.


(e)        The Trustee shall perform on
behalf of each Trust REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing
authority.  Among its other duties, as required by the Code, the REMIC Provisions or such other compliance guidance, the
Trustee shall provide (i) to any Transferor of a Residual Certificate (or other person designated in Section 860E(e)(3)
of the Code) and to the Internal Revenue Service such information as is necessary for the computation of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will serve as the representative of each Trust REMIC. 
The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund,
including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable it to
perform its obligations under this subsection.  In addition, the Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, all information or data that the Trustee reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield,
prepayment assumption and projected cash flow of the Certificates.  The Depositor shall also provide such information or data
to the NIMS Insurer.


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(f)         The Trustee shall take
such action and shall cause each Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the
status thereof as a REMIC under the REMIC Provisions (and the Master Servicer shall assist the Trustee, to the extent reasonably
requested by the Trustee to do specific actions in order to assist in the maintenance of such status).  The Trustee shall not
take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or
(ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions
set forth in Section 860F(a) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the NIMS Insurer have received an Opinion of
Counsel, addressed to the Trustee and the NIMS Insurer (at the expense of the party seeking to take such action but in no event at
the expense of the Trustee) to the effect that the contemplated action will not, with respect to any Trust REMIC, endanger such
status or result in the imposition of such a tax, nor shall the Master Servicer take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer may conclusively rely on
such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of
Counsel.  The Trustee shall deliver to the NIMS Insurer a copy of any such advice or opinion.  In addition, prior to
taking any action with respect to any Trust REMIC or the assets thereof, or causing any Trust REMIC to take any action, which is
not contemplated under the terms of this Agreement, the Master Servicer will consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur with respect to a Trust REMIC, and the Master
Servicer shall not take any such action or cause any Trust REMIC to take any such action as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur; provided that the Master Servicer may conclusively rely on such writing and shall
incur no liability for its action or failure to act in accordance with such writing.  The Trustee may consult with counsel to
make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this
Agreement, but in no event shall such cost be an expense of the Trustee.  At all times as may be required by the Code, the
Trustee will ensure that substantially all of the assets of REMIC 1 will consist of “qualified mortgages” as
defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in
Section 860G(a)(5) of the Code.


(g)        If any tax is imposed on
prohibited transactions of any Trust REMIC created hereunder pursuant to Section 860F(a) of the Code, on the net income from
foreclosure property of  any such REMIC pursuant to Section 860G(c) of the Code, or on any contributions to any such
REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or if any other tax is imposed by the Code
or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this
Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or this Article X, or (iii) otherwise
against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom.


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(h)        On or before April 15 of
each calendar year commencing after the date of this Agreement, the Trustee shall deliver to the Master Servicer, the NIMS Insurer
and each Rating Agency a Certificate from a Responsible Officer of the Trustee stating the Trustee’s compliance with this
Article X.


(i)         The Trustee shall, for
federal income tax purposes, maintain books and records with respect to each Trust REMIC on a calendar year and on an accrual
basis.


(j)         Following the Startup
Day, the Trustee shall not accept any contributions of assets to any Trust REMIC other than in connection with any Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject any Trust REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.


(k)        Neither the Trustee nor the
Master Servicer shall enter into any arrangement by which any Trust REMIC will receive a fee or other compensation for services or
permit any Trust REMIC to receive any income from assets other than “qualified mortgages” as defined in
Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code.


Section 10.02 Prohibited Transactions and Activities.


None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure,
(ii) the bankruptcy of REMIC 1, (iii) the termination of REMIC 1 pursuant to Article IX of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), nor acquire any assets for any Trust REMIC (other than REO Property acquired in respect
of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for
gain, nor accept any contributions to any Trust REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03), unless it and the NIMS Insurer have received an Opinion of Counsel, addressed to
the Trustee and the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a
tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.


Section 10.03 Trustee, Master Servicer and Depositor Indemnification.


(a)        The Trustee agrees to
indemnify the Trust Fund, the Depositor and the Master Servicer for any taxes and costs including, without limitation, any
reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer as a result of a
breach of the Trustee’s covenants set forth in this Article X or any state, local or franchise taxes imposed upon the
Trust as a result of the location of the Trustee.


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(b)        The Master Servicer agrees to
indemnify the Trust Fund, the Depositor and the Trustee for any taxes and costs including, without limitation, any reasonable
attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the Trustee as a result of a breach of the Master
Servicer’s covenants set forth in Article III or this Article X or any state, local or franchise taxes imposed upon
the Trust as a result of the location of the Master Servicer or any subservicer.


(c)        The Depositor agrees to
indemnify the Trust Fund, the Master Servicer and the Trustee for any taxes and costs including, without limitation, any reasonable
attorneys’ fees imposed on or incurred by the Trust Fund, the Master Servicer or the Trustee as a result of a breach of the
Depositor’s covenants set forth in this Article X.




ARTICLE XI

MISCELLANEOUS PROVISIONS


Section 11.01 Amendment.


This Agreement or any Custodial Agreement may be amended from time to time
by the Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian, with the consent of the NIMS Insurer, and
without the consent of any of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify or
supplement any provisions herein (including to give effect to the expectations of Certificateholders), or in any Custodial
Agreement, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to
maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided
that the Trustee, the NIMS Insurer, the Depositor and the Master Servicer have received an Opinion of Counsel to the effect that
(A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of
any such tax and (B) such action will not adversely affect the status of the Trust Fund as a REMIC or adversely affect in any
material respect the interest of any Certificateholder or (iv) to make any other provisions with respect to matters or
questions arising under this Agreement or in any Custodial Agreement which shall not be inconsistent with the provisions of this
Agreement or such Custodial Agreement, provided that, in each case, such action shall not, as evidenced by an Opinion of Counsel
delivered to the parties hereto and the NIMS Insurer, adversely affect in any material respect the interests of any
Certificateholder and, provided, further, that (A) such action will not affect in any material respect the permitted
activities of the Trust and (B) such action will not increase in any material respect the degree of discretion which the
Master Servicer is allowed to exercise in servicing the Mortgage Loans.  No amendment shall be deemed to adversely affect in
any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel shall be
required to address the effect of any such amendment on any such consenting Certificateholder.


This Agreement or any Custodial Agreement may also be amended from time to
time by the Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian, with the consent of the NIMS Insurer,
and with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights, for  


160





 


the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Custodial Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the
interests of the Holders of any Class of Certificates in a manner, other than as described in (i), without the consent of the
Holders of Certificates of such Class evidencing at least 66% of the Voting Rights allocated to such Class, or (iii) modify
the consents required by the immediately preceding clauses (i) and (ii) without the consent of the Holders of all
Certificates then outstanding.  Notwithstanding any other provision of this Agreement, for purposes of the giving or
withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such
Certificates. 


Notwithstanding any contrary provision of this Agreement, the Trustee and
the NIMS Insurer shall be entitled to receive an Opinion of Counsel to the effect that such amendment will not result in the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding.


Promptly after the execution of any such amendment the Trustee shall furnish
a copy of such amendment to each Certificateholder and the NIMS Insurer.


It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.


The cost of any Opinion of Counsel to be delivered pursuant to this
Section 11.01 shall be borne by the Person seeking the related amendment, but in no event shall such Opinion of Counsel be an
expense of the Trustee.


The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.


Section 11.02 Recordation of Agreement; Counterparts.


To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at the expense of the Trust, but only upon direction of
Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.


161





 


For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same
instrument.


Section 11.03 Limitation on Rights of Certificateholders.


The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, or (iii) otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


Except as expressly provided for herein, no Certificateholder shall have any
right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the
Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision
hereof.


No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding.  It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any
right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders
of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which
priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.


Section 11.04 Governing Law; Jurisdiction.


This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such
laws.


162





 


Section 11.05 Notices.


All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, by facsimile or by
express delivery service, to (a) in the case of the Master Servicer, Long Beach Mortgage Company, 1400 South Douglass Road,
Suite 100, Anaheim, California 92806, Attention:  General Counsel (telecopy number:  (714) 939‐5900), or such other
address or telecopy number as may hereafter be furnished to the other parties hereto in writing by the Master Servicer, (b) in
the case of the Trustee, Deutsche Bank National Trust Company, 1761 St. Andrew Place, Santa Ana, California 92705‐4934,
Attention:  Trust Administration Services LB0401 (telecopy number (714) 247‐6478) or such other address or telecopy
number as may hereafter be furnished to the other parties hereto in writing by the Trustee, (c) in the case of the Depositor,
Long Beach Securities Corp., 1400 South Douglass Road, Suite 100, Anaheim, California 92806, Attention:  General Counsel
(telecopy number:  (714) 939‐5900), or such other address or telecopy number as may be furnished to the other parties
hereto in writing by the Depositor, and (d) in the case of the NIMS Insurer, the NIMS Insurer’s address or telecopy number as
set forth in the Indenture, or such other addresses or telecopy number as may be furnished to the other parties thereto in writing
by the NIMS Insurer.  Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Certificate Register.  Notice of any Master Servicer default
shall be given by telecopy and by certified mail.  Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have duly been given when mailed, whether or not the Certificateholder receives such notice.  A copy
of any notice required to be telecopied hereunder shall also be mailed to the appropriate party in the manner set forth
above.


Section 11.06 Severability of Provisions.


If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


Section 11.07 Notice to the Rating Agencies and the NIMS Insurer.


The Trustee shall use its best efforts promptly to provide notice to the
Rating Agencies and the NIMS Insurer with respect to each of the following of which it has actual knowledge:


1.         Any amendment to this
Agreement;


2.         The occurrence of any
Master Servicer Event of Default that has not been cured or waived;


3.         The resignation or
termination of the Master Servicer or the Trustee;


163





 


4.         The repurchase or
substitution of Mortgage Loans pursuant to or as contemplated by Section 2.03;


5.         The final payment to the
Holders of any Class of Certificates;


6.         Any change in the
location of the Collection Account or the Distribution Account;


7.         The Trustee were it to
succeed as Master Servicer, is unable to make advances regarding delinquent Mortgage Loans; and


8.         The filing of any claim
under the Master Servicer’s blanket bond and errors and omissions insurance policy required by Section 3.14 or the
cancellation or material modification of coverage under any such instrument.


In addition, the Trustee shall promptly make available to each Rating Agency
copies of each Statement to Certificateholders described in Section 4.03 hereof and the Master Servicer shall promptly furnish
to each Rating Agency copies of the following:


1.         each annual statement as
to compliance described in Section 3.20 hereof;


2.         each annual independent
public accountants’ servicing report described in Section 3.21 hereof.


Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express
delivery service to Moody’s Investors Service, Inc., 99 Church Street, New York, NY 10048, Attention:  MBS
Monitoring/Long Beach Mortgage Loan Trust 2004‐1; Fitch, Inc., One State Street Plaza, New York, New York 10004, Standard
& Poor’s Rating Services, Inc., 55 Water Street, New York, New York 10041 and the NIMS Insurer at the address provided in
Section 11.05.


In addition, each party hereto agrees that it will furnish or make available
to the NIMS Insurer a copy of any opinions, notices, reports, schedules, certificates, statements, rating confirmation letters or
other information that are furnished hereunder to the Trustee or the Certificateholders.


Section 11.08 Article and Section References.


All Article and Section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.


Section 11.09 Third-Party
Beneficiaries.


The NIMS Insurer shall be deemed a third‐party beneficiary of this
Agreement, and shall be entitled to enforce such rights, in each case, as if it were a party hereto.  Notwithstanding anything
to the contrary anywhere in this Agreement, all rights of the NIMS Insurer hereunder (i) shall be suspended whenever rights of
the NIMS Insurer under the Indenture (other than the right to consent to amendments to the Indenture) are suspended and
(ii) except in the case of any right to indemnification hereunder shall permanently terminate upon the later to occur of
(A) the payment in full of the Insured NIM Notes as provided in the Indenture and (B) the payment in full to the NIMS
Insurer of any amounts owed to the NIMS Insurer as provided in the Indenture.


164





 


Section 11.10 Grant of Security Interest.


It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage Loans by the Depositor and not a
pledge of the Mortgage Loans by the Depositor to secure a debt or other obligation of the Depositor.  However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Depositor, then,
(a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to
the Trustee to secure a debt or other obligation of the Depositor and (b)(1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the
State of New York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by the Depositor
to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and
all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all
amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the obligations secured by such security agreement
shall be deemed to be all of the Depositor’s obligations under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage Loans and the Trust Fund; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under applicable law.  Accordingly, the Depositor hereby
grants to the Trustee a security interest in the Mortgage Loans and all other property described in clause (2) of the preceding
sentence, for the purpose of securing to the Trustee the performance by the Depositor of the obligations described in clause (3) of
the preceding sentence.  Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans and assets constituting the Trust Fund by the Depositor to the
Trustee.


 


165









IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first
above written.



  	LONG BEACH SECURITIES CORP.,
	  as Depositor
	 
	 
	By: 
                                                                            
	Name:     Jeffery A Sorensen
	Title:        Vice President
	 
	LONG BEACH MORTGAGE COMPANY,
	  as Master Servicer
	 
	 
	By:         
                                                                    
	Name:     Jeffery A Sorensen
	Title:        First Vice
President
	 
	

DEUTSCHE BANK NATIONAL TRUST COMPANY,


      
	  as Trustee
	 
	 
	By: 
                                                                            
	Name:     Ronaldo Reyes
	Title:        Assistant Vice
President
	 
	 
	By:                                                                              
	Name:     Valerie Delgado
	Title:        Associate





 


 


 





 







  	STATE OF WASHINGTON	)	
       

	 	)	
      ss.

	COUNTY OF KING	)	
       






 


On the _____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Jeffery A Sorensen, known to me to be a Vice President of Long Beach Securities Corp., a Delaware
corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.


                                                                       
                                                                       

                                                                                               
Notary Public


 


 













 



  	STATE OF WASHINGTON	)	
       

	 	)	
      ss.

	COUNTY OF KING	)	
       






 


On the _____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Jeffery A Sorensen, known to me to be a First Vice President of Long Beach Mortgage Company, a
corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.


                                                                       
                                                                       

                                                                                              
Notary Public


 


 


 


  	STATE OF CALIFORNIA	)	
       

	 	)	
      ss.

	COUNTY OF	)	
       






 


On the _____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Ronaldo Reyes, known to me to be an Assistant Vice President of Deutsche Bank National Trust
Company, a national banking association that executed the within instrument, and also known to me to be the person who executed it
on behalf of said association, and acknowledged to me that such association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.


                                                                       
                                                                       

                                                                                               
Notary Public


 


 


 


  	STATE OF	)	
       

	 	)	
      ss.

	COUNTY OF	)	
       






 


On the _____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Valerie Delgado, known to me to be an Associate of Deutsche Bank National Trust Company, a national
banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said
association, and acknowledged to me that such association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.


                                                                       
                                                                       

                                                                                               
Notary Public


 







EXHIBIT A-1





 



CLASS A-1 CERTIFICATES


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
[____]


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
A-1


	
Assumed Maturity Date

	
:

	
February, 2034





  



 


A-1-1





 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class A-1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-1
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


                This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the
Denomination of this Class A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
"Depositor").  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the
"Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement.  This Class A-1 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class A-1 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


                Reference is hereby made to the
further provisions of this Class A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                This Class A-1 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


A-1-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class A-1 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


A-1-3


 




 


[Reverse of Class A-1 Certificate]


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


A-1-4


 




 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                The Certificates are issuable only as
registered Certificates without coupons in denomi-nations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.



 


A-1-5


 



 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


A-1-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


A-1-7







 




EXHIBIT A-2






CLASS A-2 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
[____]


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
A-2


	
Assumed Maturity Date

	
:

	
February, 2034





  



 

















 


A-2-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class A-2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-2
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class A-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Class A-2 Certificate (obtained by dividing the
Denomination of this Class A-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
"Depositor").  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the
"Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement.  This Class A-2 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class A-2 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class A-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class A-2 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


A-2-2


 




 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class A-2 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


A-2-3


 




 



 


[Reverse of Class A-2 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


A-2-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denomi-nations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 

 


A-2-5


 



 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


A-2-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


A-2-7







 







EXHIBIT A-3






CLASS A-3 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
[____]


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
A-3


	
Assumed Maturity Date

	
:

	
February, 2034





  



 


 


A-3-1




 

 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class A-3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-3
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class A-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by dividing the
Denomination of this Class A-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
"Depositor").  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the
"Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement.  This Class A-3 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class A-3 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class A-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class A-3 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


A-3-2






              
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this
Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class A-3 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


A-3-3





 



 


[Reverse of Class A-3 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


A-3-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denomi-nations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


A-3-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


A-3-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


A-3-7







 







EXHIBIT A-4





 



CLASS A-4 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
[____]


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
A-4


	
Assumed Maturity Date

	
:

	
February, 2034





  



 

















 


A-4-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class A-4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-4
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class A-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the
Denomination of this Class A-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
"Depositor").  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the
"Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement.  This Class A-4 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class A-4 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class A-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class A-4 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


A-4-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class A-4 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


A-4-3





 


[Reverse of Class A-4 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


A-4-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denomi-nations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


A-4-5


 



 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


A-4-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


A-4-7







 







EXHIBIT A-5






CLASS A-5 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
[____]


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
A-5


	
Assumed Maturity Date

	
:

	
February, 2034





  



 

















 


A-5-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class A-5


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-5
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class A-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Class A-5 Certificate (obtained by dividing the
Denomination of this Class A-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
"Depositor").  The Trust was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the
"Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement.  This Class A-5 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class A-5 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class A-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class A-5 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


A-5-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class A-5 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


A-5-3





 


[Reverse of Class A-5 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


A-5-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denomi-nations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 

 


 


A-5-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


A-5-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


A-5-7







 







EXHIBIT A-6


 





 



CLASS M-1 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES AND THE CLASS A-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-1


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


M-1-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-1


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-1
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-1 Certificate (obtained by dividing the Denomination of
this Class M-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-1 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-1 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-1-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-1 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-1-3





 


[Reverse of Class M-1 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-1-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 

 


 


M-1-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-1-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-1-7







 







EXHIBIT A-7


 




 

CLASS M-2 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-2


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


M-2-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-2


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein.  Accordingly, the Certificate Principal Balance of this Class M-2
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-2 Certificate (obtained by dividing the Denomination of
this Class M-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").   The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-2 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-2 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


M-2-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-2 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-2-3





 


[Reverse of Class M-2 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-2-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


M-2-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-2-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-2-7







 







EXHIBIT A-8


 





 



CLASS M-3 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-3


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-3-1





Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-3


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-3
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-3 Certificate (obtained by dividing the Denomination of
this Class M-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-3 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-3 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


M-3-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-3 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-3-3





 


[Reverse of Class M-3 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-3-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


 


M-3-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-3-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-3-7







 







EXHIBIT A-9


 





CLASS M-4 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-4


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-4-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-4


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-4
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-4 Certificate (obtained by dividing the Denomination of
this Class M-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-4 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-4 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


M-4-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-4 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-4-3





 



 


[Reverse of Class M-4 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-4-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


M-4-5


 



 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-4-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-4-7






EXHIBIT A-10






 



CLASS M-5 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES
AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-5


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-5-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-5


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-5
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-5 Certificate (obtained by dividing the Denomination of
this Class M-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-5 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-5 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 

 


M-5-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-5 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-5-3





 



 


[Reverse of Class M-5 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-5-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


 


M-5-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-5-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-5-7







 







EXHIBIT A-11


 





 



CLASS M-6 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-6


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-6-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-6


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the Denomination of
this Class M-6 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-6 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-6 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


 


 


M-6-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-6 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-6-3





 


[Reverse of Class M-6 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-6-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 

















 


 


M-6-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-6-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-6-7







 







EXHIBIT A-12


 






 



CLASS M-7 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-7


	
Assumed Maturity Date

	
:

	
February, 2034





  



 

















 


 


M-7-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-7


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-7 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-7 Certificate (obtained by dividing the Denomination of
this Class M-7 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-7 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-7 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-7 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-7-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-7 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-7-3





 



 


[Reverse of Class M-7 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-7-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


M-7-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-7-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-7-7







 







EXHIBIT A-13


 





 



CLASS M-8 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-8


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-8-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-8


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-8 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-8 Certificate (obtained by dividing the Denomination of
this Class M-8 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-8 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-8 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-8 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 


M-8-2





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-8 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-8-3





 


[Reverse of Class M-8 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-8-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


M-8-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-8-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-8-7







 







EXHIBIT A-14


 





 



CLASS M-9 CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
M-9


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


M-9-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class M-9


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the Denomination of
this Class M-9 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.


 


                Reference is hereby made to the
further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class M-9 Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory
of the Trustee.


 

















 


M-9-2






 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class M-9 Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


M-9-3





 


[Reverse of Class M-9 Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


M-9-4





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


M-9-5




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


M-9-6






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


M-9-7







 




EXHIBIT A-14


 





 



CLASS B CERTIFICATES


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Class Certificate Principal Balance of this Class

	
:

	
$[_______]


	
Percentage Interest

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
CUSIP

	
:

	
[____]


	
Class

	
:

	
B


	
Assumed Maturity Date

	
:

	
February, 2034





  


















 


 


 


B-1


 






 



 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class B


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class B
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class B Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Cede & Co. is
the registered owner of the Percentage Interest evidenced by this Class B Certificate (obtained by dividing the Denomination of
this Class B Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class B Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


B-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Reference is hereby made to the
further provisions of this Class B Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class B Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of
the Trustee.


 


 


B-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class B Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


B-4





 


[Reverse of Class B Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


B-5





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


B-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


B-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


B-8







 







EXHIBIT A-16


 





 



CLASS C CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Original Certificate Principal Balance

	
:

	
$[_______]


	
Initial Notional Amount of this Certificate ("Denomination")

	
:

	
$[_______]


	
Original Notional Amount of this Class

	
:

	
$[_______]


	
Percentage

	
:

	
100.00%


	
Pass-Through Rate

	
:

	
Variable


	
Class

	
:

	
C





  



 


 


 


C-1






 



Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class C


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein.  Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class C Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Long Beach Asset
Holdings Corp. is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the
Denomination of this Class C Certificate by the Original Notional Amount) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long Beach
Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


C-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Reference is hereby made to the
further provisions of this Class C Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class C Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of
the Trustee.


 


 


C-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class C Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


C-4





 



[Reverse of Class C Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


C-5





 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if
any, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 


 


C-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


C-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


C-8







 







EXHIBIT A-17


 





CLASS P CERTIFICATE


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Initial Certificate Principal Balance of this Certificate ("Denomination")

	
:

	
$100.00


	
Original Class Certificate Principal Balance of this Class

	
:

	
$100.00


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
P





  



 


 


 


 


P-1






 


 

 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class P


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting of first lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                Principal in respect of this
Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described
herein.  This Class P Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.


 


                This certifies that Long Beach Asset
Holdings Corp. is the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the
Denomination of this Class P Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect
to a Trust consisting primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement.  This Class P Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class P Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.


 


                This Certificate does not have a
pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


P-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Reference is hereby made to the
further provisions of this Class P Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


                This Class P Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of
the Trustee.


 


 


P-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class P Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


P-4





[Reverse of Class P Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


P-5





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


 


P-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


P-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


P-8







 




EXHIBIT A-18


 


 





 



CLASS R CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS "RESIDUAL INTERESTS" IN TWO SEPARATE "REAL ESTATE
MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS
PROVIDED HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO A "DISQUALIFIED ORGANIZATION," AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE
MADE.


 


NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R





  



 

















 


R-1







 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class R


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting primarily of a pool of first lien and second lien, fixed rate and adjustable rate mortgage loans (the
"Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee referred to below or
any of their respective affiliates.


 


                This certifies that Long Beach Asset
Holdings Corp. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest
represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage
Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the
"Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee").  To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


                This Certificate does not have a
principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. 
In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender
of this Certificate at the office or agency designated by the Trustee.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


R-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Each Holder of this Certificate will
be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i)
each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to
deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the
purported transferee.  Pursuant to the Agreement, the Trustee will provide the Internal Revenue Service and any pertinent
persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to
Disqualified Organizations, if any Disqualified Organization acquires an Ownership Interest on a Class R Certificate in violation
of the restrictions mentioned above.


 


                Reference is hereby made to the
further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


                This Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of
the Trustee.


 


R-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class R Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


R-4





 



[Reverse of Class R Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


R-5





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                By acceptance of the Class R
Certificates the Holders of the Class R Certificates agree that for so long as any of the NIM Notes are outstanding or any amounts
are reimbursable or payable to the NIMS Insurer, if any, in accordance with the terms of the Indenture, in connection with any
amounts distributable to the Holders of the Class R Certificates pursuant to Section 4.01(d)(i)(n) of the Agreement, their rights
to receive the amounts so distributable are assigned and transferred and any such amounts shall be paid by the Trustee out of the
Trust Fund, and to the extent received by the Holders of the Class R Certificates they shall pay any such amounts, to the Holders
of the Class C Certificates.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


 


R-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


R-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


R-8







 







EXHIBIT A-19


 





 



CLASS R-CX CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CLASS R-CX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS
PROVIDED HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO A "DISQUALIFIED ORGANIZATION," AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE
MADE.


 


NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-CX





  



 


 


R-CX-1






 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class R-CX


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting primarily of a pool of first lien and second lien, fixed rate and adjustable rate mortgage loans (the
"Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee referred to below or
any of their respective affiliates.


 


                This certifies that Long Beach Asset
Holdings Corp. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest
represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage
Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the
"Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee").  To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


                This Certificate does not have a
principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. 
In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender
of this Certificate at the office or agency designated by the Trustee.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


R-CX-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Each Holder of this Certificate will
be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i)
each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to
deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the
purported transferee.  Pursuant to the Agreement, the Trustee will provide the Internal Revenue Service and any pertinent
persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to
Disqualified Organizations, if any Disqualified Organization acquires an Ownership Interest on a Class R-CX Certificate in
violation of the restrictions mentioned above.


 


                Reference is hereby made to the
further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


                This Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of
the Trustee.


 


R-CX-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class R-CX Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


R-CX-4





 



[Reverse of Class R-CX Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


R-CX-5





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


 


 

 


 


R-CX-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


R-CX-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


R-CX-8







 







EXHIBIT A-20


 





 



CLASS R-PX CERTIFICATES


 


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


THIS CLASS R-PX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS
PROVIDED HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO A "DISQUALIFIED ORGANIZATION," AS SUCH TERM IS DEFINED IN SECTION 860E OF THE CODE, SHALL BE
MADE.


 


NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.


 


NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.


 



  

	
Certificate No.

	
:

	
1


	
Cut-off Date

	
:

	
With respect to any Mortgage Loan, February 1, 2004


	
First Distribution Date

	
:

	
March 25, 2004


	
Percentage Interest

	
:

	
100.00%


	
Class

	
:

	
R-PX





  



 


 


R-PX-1




 

Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1

Class R-PX


 


evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect
to the Trust consisting primarily of a pool of first lien and second lien, fixed rate and adjustable rate mortgage loans (the
"Mortgage Loans")


 


LONG BEACH SECURITIES CORP., as Depositor


 


                This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee referred to below or
any of their respective affiliates.


 


                This certifies that Long Beach Asset
Holdings Corp. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest
represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage
Loans deposited by Long Beach Securities Corp. (the "Depositor").  The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Agreement") among the Depositor, Long Beach Mortgage Company, as master servicer (the
"Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee").  To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.


 


                This Certificate does not have a
principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. 
In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender
of this Certificate at the office or agency designated by the Trustee.


 


                No transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws.  In the event that a
transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and
such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding the transfer.  In the event that such a
transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor an Opinion
of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Master Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a
transferor certificate by the transferor and an investment letter shall be executed by the transferee.  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


R-PX-2





 


                No transfer of this Certificate to a
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any
person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.


 


                Each Holder of this Certificate will
be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i)
each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to
deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the
purported transferee.  Pursuant to the Agreement, the Trustee will provide the Internal Revenue Service and any pertinent
persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to
Disqualified Organizations, if any Disqualified Organization acquires an Ownership Interest on a Class R-PX Certificate in
violation of the restrictions mentioned above.


 


                Reference is hereby made to the
further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


                This Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of
the Trustee.


 


R-PX-3





 



                IN WITNESS WHEREOF, the Trustee, on
behalf of the Trust has caused this Certificate to be duly executed.


	
Dated:  February __ 2004


	
 







	
 

	
LONG BEACH MORTGAGE LOAN TRUST 2004‐1


	
 

	
 


	
By: 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY


	
 

	
not in its individual capacity, but solely as Trustee


	
 

	
 


	
 

	
By  ____________________________________________








 


	
 

	
This is one of the Class R-PX Certificates


	
 

	
referenced in the within-mentioned


	
 

	
Agreement


	
 

	
 


	
By

	
_________________________________


	
 

	
Authorized Signatory of


	
 

	
Deutsche Bank National Trust Company,


	
 

	
as Trustee





 


 


R-PX-4





 


[Reverse of Class R-PX Certificate]


 


Long Beach Mortgage Loan Trust 2004‐1

Asset-Backed Certificates,

Series 2004‐1


 


                This Certificate is one of a duly
authorized issue of Certificates designated as Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series
2004‐1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust created
by the Agreement.


 


                The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.


 


                This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.


 


                Pursuant to the terms of the
Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in
an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.


 


                Distributions on this Certificate
shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate
Register or by wire transfer or otherwise, as set forth in the Agreement.  The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.


 


                The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and of Holders of the
requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the
Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


 


R-PX-5





 


                As provided in the Agreement and
subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder hereof or such
holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


 


                The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


                No service charge will be made for
any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


                The Depositor, the Master Servicer,
the Trustee and any agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer, if any, nor any such agent shall be affected by any notice to the contrary.


 


                On any Distribution Date following
the date at which the remaining Stated Principal Balance of the Mortgage Loans and REO Properties is equal to or less than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer or the NIMS Insurer, if any, may
purchase, in whole, from the Trust the Mortgage Loans in the manner and at a purchase price determined as provided in the
Agreement.  In the event that no such optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date for the Certificates in February, 2034.


 


                Capitalized terms used herein that
are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

















 


 


R-PX-6




 

 



	
ASSIGNMENT


	
 


	
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	



	



	
     (Please print or typewrite name and address including postal zip code of assignee)


	
 


	
 


	
The Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such
Percentage Interest to assignee on the Certificate Register of the Trust.


	
 


	
     I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:


	
 


	
 


	
Dated:  _________________________________


	
 

	
_____________________________________


	
 

	
Signature by or on behalf of assignor








 

 

 

 

 

 

 

 

 

 

 


 


R-PX-7






 

 





	
DISTRIBUTION INSTRUCTIONS


	
 


	
     The assignee should include the following
for purposes of distribution:


	
 


	
     Distributions shall be made, by wire
transfer or otherwise, in immediately available funds to


	



	
for the account of 

	



	
account number 

	



	
or, if mailed by check, to

	



	
Applicable statements should be mailed to


	



	
This information is provided by
	



	
the assignee above, or	



	
as its agent.









 


 


R-PX-8







 





















EXHIBIT B-1


 


FORM OF CAP AGREEMENT #1


 


 


16 January 2004


 


TRANSACTION


 


To:   Long Beach Mortgage Company


 


Attn:  Valerie Delgado

Tel:  001-714-247-6000

Fax:  001-714-247-6471


 


CC:   Greenwich Capital Markets

Attn.:   Adam Smith

Fax  001-203-618-2271


Our Reference:  C012004002


 


The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Long Beach
Mortgage Company, a corporation organized under the laws of the State of Delaware, and Greenwich Capital Derivatives, Inc. ("GCD")
(each a "party" and together "the parties") on the Trade Date specified below (the "Transaction").


 


        The definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc. ("ISDA")) (the "Definitions") are incorporated into this
Confirmation.  In the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.


 


        1.     This Confirmation evidences a complete and binding agreement
between you and us as to the terms and conditions of the Transaction to which this Confirmation relates and will constitute a
Confirmation subject to the terms and conditions of the 1992 Master Agreement (Multicurrency - Cross Border) in the form published
by ISDA, which is incorporated by reference hereby, except as expressly modified herein (the "ISDA Form") but without any Schedule
except for the election of (i) the laws of the State of New York (without reference to choice of law doctrine other than New York
General Obligations Law Section 5-1401) as the governing law, (ii) USD as the Termination Currency; (iii) that Party A and Party B
will make the representations in Section (a) "Payer Representations" of Part 2 "Tax Representations" of the Schedule to the ISDA
Form; and (iv) that the Royal Bank of Scotland, Plc shall be a Credit Support Provider of Party A, and its Deed Poll Guaranty shall
be a Credit Support Document. 


B-1-1





 


        Each party will make each payment specified in this Confirmation as being payable by
it, not later than the due date for value on that date in the place of the account specified below, in freely transferable funds
and in the manner customary for payments in the required currency.  If on any date amounts would otherwise be payable in the
same currency by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be
automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the
larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the
smaller aggregate amount.


 


        This Confirmation will be governed by and construed in accordance with the laws of
the State of New York, without reference to choice of law doctrine other than New York General Obligations Law Section
5-1401.  Each party irrevocably agrees that the courts of the State of New York located in the Borough of Manhattan and the
United States District Court for the Southern District of New York shall have jurisdiction to hear and determine any suit, action
or proceeding, and to settle any disputes, which may arise out of or in connection with this Confirmation and for such purposes
hereby irrevocably submits to the jurisdiction of such courts.  Each party waives any objection which it may have now or in
the future to the laying of venue of any suit, action or proceeding in the above courts and agrees not to claim that either court
is an inconvenient forum.  Additionally to the fullest extent permitted by applicable law, each party waives its respective
right to jury trial with respect to any suit, action or proceeding arising under, or in connection with, this Confirmation.


 


        In this Confirmation "Party A" means GCD and "Party B" means Long Beach Mortgage
Company.


 


        2.     The particular Transaction to which this Confirmation
relates is a Rate Cap, the terms of which are as follows:


 


	
Notional Amount:

	
As detailed in Schedule A attached hereto for each Calculation Period.


 


	
Cap Rate:

	
As detailed in Schedule A attached hereto for each Calculation Period.


 


	
Trade Date:

	
16 January 2004


 


	
Effective Date:

	
5 February 2004


 


	
Termination Date:

	
25 October 2007, subject to adjustment in accordance with the Modified Following Business Day Convention.


 


	
Fixed Amounts:


 

	
 


	

B-1-2





 



	
        Fixed Rate Payer:

	
Party B


 


	
        Fixed Amount:

         (Premium)

	
USD 3,390,000, paid by Party B to Party A on the Fixed Rate Payer Payment Date, subject to Adjustment in accordance with the
Modified Following Business Day Convention.


 


	
        Fixed Rate Payer Payment Date:

	
5 February 2004


 


	
Floating Amounts:


 

	
 


	
        Floating Rate Payer:

	
Party A


 


	
        Floating Rate Payer Period End Dates:


	
The 25th of each month, commencing 25 March 2004 through and including the Termination Date, subject to adjustment in accordance
with Modified Following Business Day Convention


 


	
        Floating Rate Payer Payment Dates:

	
Two Business Days prior to each Floating Rate Payer Period End Date


 


	
        Floating Rate for initial Calculation Period:

	
To be determined


 


	
        Floating Rate Option:

	
USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 9.25% then the
Floating Rate Option shall be deemed to be 9.25% for such Calculation Period.


 


	
        Floating Rate Payer Payment Amount

	
Notional Amount times the Floating Rate Day Count Fraction times (Floating Rate Option minus Cap Rate); provided, however, that
no payment shall be made by Party A and the Floating Rate Payer Payment Amount shall be zero if the Floating Rate Option is less
than or equal to the Cap Rate.


 


	
        Designated Maturity:

	
1 month


 


	
        Spread:

	
None


 


	
        Floating Rate Day Count Fraction:

	
Actual/360


 


	
        Reset Dates:

	
The first day of each Floating Rate Payer Calculation Period.


 


	
        Rate Cut-off Dates:

	
Inapplicable


 


	

B-1-3





 


 

	
        Method of Averaging:

	
Inapplicable


 


	
        Compounding:

	
Inapplicable


 


	
        Compounding Dates:

	
Inapplicable


 


	
        Business Days for payment:

	
New York


 


	
        Calculation Agent:

	
Party A


 


	
3.     Credit Support Documents:


 

	
 


	
        Party A Credit Support Documents:

	
The Deed Poll Guarantee dated as of June 21, 2001, by the Royal Bank of Scotland plc in favor of all Designated
Counterparties.


 


	
        Party B Credit Support Documents:

	
Inapplicable


 


	
4.     Account Details:


 

	
 


	
        Payment to Party A:

	
JP Morgan Chase Bank, New York

ABA#:  021-0000-21

Beneficiary:  Greenwich Capital Derivatives

Account Number:  066905206


 


	
        Payments to Party B:

	
Deutsche Bank National Trust Company

ABA# 021001033

LA Asset Backed Account

Acct.# 01419663

Ref: LB0401

Cap payment ref # C012004002


 





 


5.     Offices:


 


        The Office of Party A for the Transaction is Greenwich, CT.


 


        The Office of Party B for the Transaction is Santa Ana, CA.


 


6.     For the purpose of Sections 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver the
following documents, as applicable:


 


        (a)    Tax forms, documents or certificates to be delivered
are:


 


                (i)    As soon as
possible or upon demand, any document required or reasonably requested to allow the other party to make payments under this
Transaction without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced
rate.


B-1-4





 


 


        (b)   Other documents to be delivered are:


 


                (i)    Upon execution
and delivery of this Confirmation, copies of specimen signatures of persons authorized to execute this Confirmation.  This
document will be covered by the 3(d) representation of the ISDA Form.


 


                (ii) As soon as possible upon
request, such other documents as the other party may reasonably request in connection with the Transaction to which this
Confirmation relates. These documents will be covered by the 3(d) representation of the ISDA Form.


 


                (iii) With respect to Party A only,
and as soon as practicable after request, annual audited financial statements of Party A’s Credit Support Provider. These
documents will be covered by the 3(d) representation of the ISDA Form.


 


7.     Addresses for Notices:


 


        For the purpose of Section 12(a) of the ISDA Form:


 


Address for notices or communications to Party A:


 


Greenwich Capital Derivatives, Inc.

Customer Service/Confirmations (203) 618-2525

Fax: (203) 618-2580 (Confirmations)

gcmderivatives@gcm.com


 


Address for notices or communications to Party B:


Deutsche Bank National Trust Company

|1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: LB 0401 Trust Administration

Tel: 001-714-247-6000

Fax: 001-714-247-6471


 


8.     Additional Provisions:  


 


        Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if Party B has
satisfied its payment obligations under Section 2(a)(i) of the ISDA Form, then unless Party A is required pursuant to appropriate
proceedings to return to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, (a) the
occurrence of an event described in Section 5(a) of the ISDA Form with respect to Party B  shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to
designate an Early Termination Event pursuant to Section 6 of the ISDA Form only as a result of a Termination Event set forth in
either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form with respect to Party A as the Affected Party or Section 5(b)(iii) of
the ISDA Form with respect to Party A as the Burdened Party.  For purposes of the Transaction to which this Confirmation
relates, Party B’s only obligation under Section 2(a)(i) of the ISDA Form is to pay the Fixed Amount on the Fixed Rate Payer
Payment Date.


B-1-5





 


 


9.     Transfer, Amendment and Assignment:  


 


        No transfer, amendment, waiver, supplement, assignment or other modification
of this Transaction (other than the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B,
Deutsche Bank National Trust Company, not individually, but solely as Trustee (the "Trustee") under the Pooling and Servicing
Agreement dated 01 February 2004, among Long Beach Securities Corp., as Depositor (the "Depositor"), Party B, as Master Servicer,
and the Trustee (the "Pooling Agreement") on behalf of Long Beach Mortgage Loan Trust 2004‐1 (the "Trust") and the Depositor)
shall be permitted by either party unless each of Moody’s Investors Service, Inc. ("Moody’s"), Fitch Inc. ("Fitch") and
Standard & Poors Ratings Group, a division of McGraw Hill Companies, Inc ("S&P") has been provided notice of such transfer,
amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice
is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust
2004‐1 Asset-Backed Certificates, Series 2004‐1 (the "Certificates") that were rated when issued, and (ii) certain net
interest margin securities (the "NIMS") if issued, that may be issued by a separate trust pursuant to an indenture to be entered
into in connection with the NIMS (the "Indenture") and secured by certain of the Certificates without regard to the insurance
policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture).  Furthermore, no
such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note
Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note
Insurer shall have consented thereto, which consent shall not be unreasonably withheld.  Any transfer, amendment, waiver,
assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void,
provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as
defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights
hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing.


 


10.   Proceedings: 


 


        Party A shall not institute against or cause any other person to institute
against, or join any other person in instituting against Party B, Deutsche Bank National Trust Company, not individually, but
solely as Trustee  under the Pooling Agreement on behalf of the Trust or the Depositor any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or
similar law, for a period of one year and one day following the later of indefeasible payment in full of the Certificates and NIMS
(if any).


 


11.   Set-off:


 


        The provisions for Set-off set forth in Section 6(e) of the ISDA Form shall
not apply for purposes of this Transaction.


B-1-6





 


 


12.   Rating Agency Downgrade:


 


        Notwithstanding anything else to the contrary herein, in the event that the
short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below "A-1"
by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody’s (and
together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days
after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency
has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the
Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such
withdrawal or downgrade), Party A, at its own expense, shall (i) seek another entity to replace Party A as party to this Agreement
that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of,
or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this
Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that were
rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer or the
Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and
the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were
rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the
Backup Note Insurer.


 


13.   Additional Termination Events:


 


        Additional Termination Events will apply.  If a Rating Agency Downgrade
has occurred and Party A has not, within 30 days, complied with Section 12 above, then an Additional Termination Event shall have
occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination
Event.  For the avoidance of doubt, this Additional Termination Event will only occur upon the written designation of an Early
Termination Date with respect thereto by Party B.


 


14.   Amendment to the ISDA Form:


 


        The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the
ISDA Form is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place
thereof.  The "Breach of Agreement" and "Misrepresentation" provisions in Sections 5(a)(ii) and 5(a)(iv), and
clause (2) in the "Bankruptcy" provisions in Section 5(a)(vii) of the ISDA Form are hereby deleted.


 


15.   Additional Basic Representations:


 


        In Section 3(a) of the ISDA Form the following representations which shall be
construed as Section 3(a)(vi) and (vii) shall be added:


B-1-7





 


 


(vi)  Organization. It is, in the case of Party A, corporation organized under the laws of the State of
Delaware, and in the case of Party B, a corporation organized under the laws of the State of Delaware. 


(vii)Eligible Contract Participant.  It is an "eligible contract participant" as defined in Section 1a (12)
of the Commodity Exchange Act (7 U.S.C. 1a), as amended.


 


16.   Relationship Between Parties:


 


        Each party will be deemed to represent to the other party on the date on which it
enters into this Transaction or an amendment thereof that:


 


(i)    Each Party is acting for its own account.  Each Party has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected
results of this Transaction.


 


(ii)   It is capable of evaluating and understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this Transaction.  It is also capable of assuming, and
assumes, the financial and other risks of this Transaction.


 


(iii)  The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(iv)  It is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in
instruments that are identical or economically related to this Transaction or (B) have an investment banking or other commercial
relationship with the issuer of an instrument underlying this Transaction.


 


17.   Definitions:


 


        Capitalized terms not otherwise defined herein shall have the meanings set forth in
the Pooling Agreement.  In the case of any inconsistency between this Confirmation and such terms, this Confirmation will
prevail.


 


18.   Third Party Beneficiaries:


 


        Each of the Note Insurer and the Backup Note Insurer, if any, is a third party
beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it
were a party hereto.


B-1-8





 


 


19.   Automatic Early Termination:


 


        The Automatic Early Termination provisions of Section 6(a) of the ISDA Form will not
apply to Party A or Party B.


 


20.   Agency Role of Greenwich Capital Markets, Inc.


 


        In connection with this Agreement, Greenwich Capital Markets, Inc. has acted as agent
on behalf  of Party A.  Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the
obligations of Party A under this Agreement.


 


        Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Confirmation and returning it to us by facsimile transmission at (203) 618-2580 (Confirmations).  If you
have any questions regarding payments or resets, please contact our Customer Service/Confirmations Group at (203) 618-2525.


 


        We are happy to have completed this transaction with you.


 




	
 

	
Yours sincerely,


	
 

	
 


	
 

	
GREENWICH CAPITAL DERIVATIVES, INC.


	
 

	
 


	
By:

	
Greenwich Capital Markets, Inc., its agent


	
 

	
 


	
 

	
 


	
 

	
By: ________________________


	
 

	
      Name:


	
 

	
      Title:  







 


	
 

	
Accepted and confirmed as of


	
 

	
the date first above written:


	
 

	
 


	
 

	
Long Beach Mortgage Company


	
 

	
 


	
 

	
 


	
By:

	
________________________


	
 

	
        Name:  Jeffery A Sorensen


	
 

	
        Title:  First Vice President





 


B-1-9





 


 












For use with Reference Number C012004002

(all dates subject to adjustment in accordance with the Modified Following Business Day Convention). 


Schedule A



  

	

Calculation Period



	

From and Including



	

To but Excluding



	

Notional Amount ($)



	

Cap Rate (%)




	


	


	


	


	



	
1

	
5-Feb-04

	
25-Mar-04

	
$4,410,020,000

	
3.96945


	
2

	
25-Mar-04

	
26-Apr-04

	
4,310,724,851

	
6.27377


	
3

	
26-Apr-04

	
25-May-04

	
4,211,641,601

	
6.48373


	
4

	
25-May-04

	
25-Jun-04

	
4,112,753,073

	
6.27415


	
5

	
25-Jun-04

	
26-Jul-04

	
4,014,053,884

	
6.48352


	
6

	
26-Jul-04

	
25-Aug-04

	
3,915,550,219

	
6.27417


	
7

	
25-Aug-04

	
27-Sep-04

	
3,817,259,283

	
6.27400


	
8

	
27-Sep-04

	
25-Oct-04

	
3,719,211,306

	
6.48301


	
9

	
25-Oct-04

	
26-Nov-04

	
3,622,413,071

	
6.27503


	
10

	
26-Nov-04

	
27-Dec-04

	
3,528,062,944

	
6.48406


	
11

	
27-Dec-04

	
25-Jan-05

	
3,436,100,915

	
6.27535


	
12

	
25-Jan-05

	
25-Feb-05

	
3,346,467,121

	
6.27531


	
13

	
25-Feb-05

	
25-Mar-05

	
3,259,102,520

	
6.94758


	
14

	
25-Mar-05

	
25-Apr-05

	
3,173,949,707

	
6.27513


	
15

	
25-Apr-05

	
25-May-05

	
3,090,952,746

	
6.48548


	
16

	
25-May-05

	
27-Jun-05

	
3,010,057,561

	
6.27614


	
17

	
27-Jun-05

	
25-Jul-05

	
2,931,210,563

	
6.48581


	
18

	
25-Jul-05

	
25-Aug-05

	
2,854,360,125

	
6.27655


	
19

	
25-Aug-05

	
26-Sep-05

	
2,779,455,641

	
6.27647


	
20

	
26-Sep-05

	
25-Oct-05

	
2,706,447,890

	
6.51869


	
21

	
25-Oct-05

	
25-Nov-05

	
2,635,303,369

	
6.90074


	
22

	
25-Nov-05

	
27-Dec-05

	
2,566,221,986

	
7.13776


	
23

	
27-Dec-05

	
25-Jan-06

	
2,498,885,952

	
6.90710


	
24

	
25-Jan-06

	
27-Feb-06

	
2,433,248,662

	
6.90622


	
25

	
27-Feb-06

	
27-Mar-06

	
2,369,267,237

	
7.64515


	
26

	
27-Mar-06

	
25-Apr-06

	
2,306,899,956

	
6.93606


	
27

	
25-Apr-06

	
25-May-06

	
2,246,116,872

	
7.76325


	
28

	
25-May-06

	
26-Jun-06

	
2,187,057,981

	
7.51872


	
29

	
26-Jun-06

	
25-Jul-06

	
2,129,486,388

	
7.76813


	
30

	
25-Jul-06

	
25-Aug-06

	
2,073,362,802

	
7.51589


	
31

	
25-Aug-06

	
25-Sep-06

	
2,018,650,798

	
7.51419


	
32

	
25-Sep-06

	
25-Oct-06

	
1,965,314,921

	
7.79647


	
33

	
25-Oct-06

	
27-Nov-06

	
1,913,328,933

	
8.16710


	
34

	
27-Nov-06

	
26-Dec-06

	
1,862,807,176

	
8.44556


	
35

	
26-Dec-06

	
25-Jan-07

	
1,813,554,221

	
8.17113


	
36

	
25-Jan-07

	
26-Feb-07

	
1,765,536,576

	
8.16867


	
37

	
26-Feb-07

	
26-Mar-07

	
1,718,723,262

	
9.04111


	
38

	
26-Mar-07

	
25-Apr-07

	
1,692,561,089

	
8.19519


	
39

	
25-Apr-07

	
25-May-07

	
1,649,852,264

	
9.06949


	
40

	
25-May-07

	
25-Jun-07

	
1,608,319,125

	
8.78153


	
41

	
25-Jun-07

	
25-Jul-07

	
1,567,826,494

	
9.07088


	
42

	
25-Jul-07

	
27-Aug-07

	
1,528,347,243

	
8.77502


	
43

	
27-Aug-07

	
25-Sep-07

	
1,489,856,056

	
8.77177


	
44

	
25-Sep-07

	
25-Oct-07

	
1,452,328,250

	
9.09318




  




















B-1-10







EXHIBIT B-2


 


FORM OF CAP AGREEMENT #2


16 January 2004


 


 


TRANSACTION


 


To:   Long Beach Mortgage Company


Attn:  Valerie Delgado

Tel:  001-714-247-6000

Fax:  001-714-247-6471 


CC:          Greenwich Capital Markets

Attn.:      Adam Smith

Fax          001-203-618-2271


Our Reference:  C012004002


 


The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Long Beach
Mortgage Company, a corporation organized under the laws of the State of Delaware, and Greenwich Capital Derivatives, Inc. ("GCD")
(each a "party" and together "the parties") on the Trade Date specified below (the "Transaction").


 


        The definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc. ("ISDA")) (the "Definitions") are incorporated into this
Confirmation.  In the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.


 


        1.     This Confirmation evidences a complete and binding agreement
between you and us as to the terms and conditions of the Transaction to which this Confirmation relates and will constitute a
Confirmation subject to the terms and conditions of the 1992 Master Agreement (Multicurrency - Cross Border) in the form published
by ISDA, which is incorporated by reference hereby, except as expressly modified herein (the "ISDA Form") but without any Schedule
except for the election of (i) the laws of the State of New York (without reference to choice of law doctrine other than New York
General Obligations Law Section 5-1401) as the governing law, (ii) USD as the Termination Currency; (iii) that Party A and Party B
will make the representations in Section (a) "Payer Representations" of Part 2 "Tax Representations" of the Schedule to the ISDA
Form; and (iv) that the Royal Bank of Scotland, Plc shall be a Credit Support Provider of Party A, and its Deed Poll Guaranty shall
be a Credit Support Document. 


B-2-1





 


 


        Each party will make each payment specified in this Confirmation as being payable by
it, not later than the due date for value on that date in the place of the account specified below, in freely transferable funds
and in the manner customary for payments in the required currency.  If on any date amounts would otherwise be payable in the
same currency by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be
automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the
larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the
smaller aggregate amount.


 


        This Confirmation will be governed by and construed in accordance with the laws of
the State of New York, without reference to choice of law doctrine other than New York General Obligations Law Section
5-1401.  Each party irrevocably agrees that the courts of the State of New York located in the Borough of Manhattan and the
United States District Court for the Southern District of New York shall have jurisdiction to hear and determine any suit, action
or proceeding, and to settle any disputes, which may arise out of or in connection with this Confirmation and for such purposes
hereby irrevocably submits to the jurisdiction of such courts.  Each party waives any objection which it may have now or in
the future to the laying of venue of any suit, action or proceeding in the above courts and agrees not to claim that either court
is an inconvenient forum.  Additionally to the fullest extent permitted by applicable law, each party waives its respective
right to jury trial with respect to any suit, action or proceeding arising under, or in connection with, this Confirmation.


 


        In this Confirmation "Party A" means GCD and "Party B" means Long Beach Mortgage
Company.


 


        2.     The particular Transaction to which this Confirmation
relates is a Rate Cap, the terms of which are as follows:


 


	
Notional Amount:

	
As detailed in Schedule A attached hereto for each Calculation Period.


 


	
Cap Rate:

	
As detailed in Schedule A attached hereto for each Calculation Period.


 


	
Trade Date:

	
16 January 2004


 


	
Effective Date:

	
5 February 2004


 


	
Termination Date:

	
25 October 2007, subject to adjustment in accordance with the Modified Following Business Day Convention.


 


	
Fixed Amounts:


 

	
 


	
        Fixed Rate Payer:

	
Party B


 


	

B-2-2





 


 

	
        Fixed Amount:

         (Premium)

	
USD 3,390,000, paid by Party B to Party A on the Fixed Rate Payer Payment Date, subject to Adjustment in accordance with the
Modified Following Business Day Convention.


 


	
        Fixed Rate Payer Payment Date:

	
5 February 2004


 


	
Floating Amounts:


 

	
 


	
        Floating Rate Payer:

	
Party A


 


	
        Floating Rate Payer Period


        End Dates:

	
The 25th of each month, commencing 25 March 2004 through and including the Termination Date, subject to adjustment in accordance
with Modified Following Business Day Convention


 


	
        Floating Rate Payer Payment Dates:

	
Two Business Days prior to each Floating Rate Payer Period End Date


 


	
        Floating Rate for initial Calculation Period:

	
To be determined


 


	
        Floating Rate Option:

	
USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 9.25% then the
Floating Rate Option shall be deemed to be 9.25% for such Calculation Period.


 


	
        Floating Rate Payer Payment Amount

	
Notional Amount times the Floating Rate Day Count Fraction times (Floating Rate Option minus Cap Rate); provided, however, that
no payment shall be made by Party A and the Floating Rate Payer Payment Amount shall be zero if the Floating Rate Option is less
than or equal to the Cap Rate.


 


	
        Designated Maturity:

	
1 month


 


	
        Spread:

	
None


 


	
        Floating Rate Day Count Fraction:

	
Actual/360


 


	
        Reset Dates:

	
The first day of each Floating Rate Payer Calculation Period.


 


	
        Rate Cut-off Dates:

	
Inapplicable


 


	

B-2-3





 


 

	
        Method of Averaging:

	
Inapplicable


 


	
        Compounding:

	
Inapplicable


 


	
        Compounding Dates:

	
Inapplicable


 


	
        Business Days for payment:

	
New York


 


	
        Calculation Agent:

	
Party A


 


	
3.     Credit Support Documents:


 

	
 


	
        Party A Credit Support Documents:

	
The Deed Poll Guarantee dated as of June 21, 2001, by the Royal Bank of Scotland plc in favor of all Designated
Counterparties.


 


	
        Party B Credit Support Documents:

	
Inapplicable


 


	
4.     Account Details:


 

	
 


	
        Payment to Party A:

	
JP Morgan Chase Bank, New York

ABA#:  021-0000-21

Beneficiary:  Greenwich Capital Derivatives

Account Number:  066905206


 


	
        Payments to Party B:

	
Deutsche Bank National Trust Company

ABA# 021001033

LA Asset Backed Account

Acct.# 01419663

Ref: LB0401

Cap payment ref # C012004002


 





 


5.     Offices:


 


        The Office of Party A for the Transaction is Greenwich, CT.


 


        The Office of Party B for the Transaction is Santa Ana, CA.


 


6.     For the purpose of Sections 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver the
following documents, as applicable:


 


        (a)    Tax forms, documents or certificates to be delivered
are:


 


                (i)    As soon as
possible or upon demand, any document required or reasonably requested to allow the other party to make payments under this
Transaction without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced
rate.


B-2-4





 


 


        (b)   Other documents to be delivered are:


 


                (i)    Upon execution
and delivery of this Confirmation, copies of specimen signatures of persons authorized to execute this Confirmation.  This
document will be covered by the 3(d) representation of the ISDA Form.


 


                (ii) As soon as possible upon
request, such other documents as the other party may reasonably request in connection with the Transaction to which this
Confirmation relates. These documents will be covered by the 3(d) representation of the ISDA Form.


 


                (iii) With respect to Party A only,
and as soon as practicable after request, annual audited financial statements of Party A’s Credit Support Provider. These
documents will be covered by the 3(d) representation of the ISDA Form.


 


7.     Addresses for Notices:


 


        For the purpose of Section 12(a) of the ISDA Form:


 


Address for notices or communications to Party A:


 


Greenwich Capital Derivatives, Inc.

Customer Service/Confirmations 

(203) 618-2525

Fax: (203) 618-2580 (Confirmations)

gcmderivatives@gcm.com


 


Address for notices or communications to Party B:


Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: LB 0401 Trust Administration

Tel: 001-714-247-6000

Fax: 001-714-247-6471


 


8.     Additional Provisions:  


 


        Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if Party B has
satisfied its payment obligations under Section 2(a)(i) of the ISDA Form, then unless Party A is required pursuant to appropriate
proceedings to return to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, (a) the
occurrence of an event described in Section 5(a) of the ISDA Form with respect to Party B  shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to
designate an Early Termination Event pursuant to Section 6 of the ISDA Form only as a result of a Termination Event set forth in
either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form with respect to Party A as the Affected Party or Section 5(b)(iii) of
the ISDA Form with respect to Party A as the Burdened Party.  For purposes of the Transaction to which this Confirmation
relates, Party B’s only obligation under Section 2(a)(i) of the ISDA Form is to pay the Fixed Amount on the Fixed Rate Payer
Payment Date.


B-2-5





 


 


9.     Transfer, Amendment and Assignment:  


 


        No transfer, amendment, waiver, supplement, assignment or other modification
of this Transaction (other than the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B,
Deutsche Bank National Trust Company, not individually, but solely as Trustee (the "Trustee") under the Pooling and Servicing
Agreement dated 01 February 2004, among Long Beach Securities Corp., as Depositor (the "Depositor"), Party B, as Master Servicer,
and the Trustee (the "Pooling Agreement") on behalf of Long Beach Mortgage Loan Trust 2004‐1 (the "Trust") and the Depositor)
shall be permitted by either party unless each of Moody’s Investors Service, Inc. ("Moody’s"), Fitch Inc. ("Fitch") and
Standard & Poors Ratings Group, a division of McGraw Hill Companies, Inc ("S&P") has been provided notice of such transfer,
amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice
is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust
2004‐1 Asset-Backed Certificates, Series 2004‐1 (the "Certificates") that were rated when issued, and (ii) certain net
interest margin securities (the "NIMS") if issued, that may be issued by a separate trust pursuant to an indenture to be entered
into in connection with the NIMS (the "Indenture") and secured by certain of the Certificates without regard to the insurance
policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture).  Furthermore, no
such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note
Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note
Insurer shall have consented thereto, which consent shall not be unreasonably withheld.  Any transfer, amendment, waiver,
assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void,
provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as
defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights
hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing.


 


10.   Proceedings: 


 


        Party A shall not institute against or cause any other person to institute
against, or join any other person in instituting against Party B, Deutsche Bank National Trust Company, not individually, but
solely as Trustee  under the Pooling Agreement on behalf of the Trust or the Depositor any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or
similar law, for a period of one year and one day following the later of indefeasible payment in full of the Certificates and NIMS
(if any).


 


11.   Set-off:


 


        The provisions for Set-off set forth in Section 6(e) of the ISDA Form shall
not apply for purposes of this Transaction.


B-2-6





 


 


12.   Rating Agency Downgrade:


 


        Notwithstanding anything else to the contrary herein, in the event that the
short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below "A-1"
by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody’s (and
together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days
after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency
has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the
Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such
withdrawal or downgrade), Party A, at its own expense, shall (i) seek another entity to replace Party A as party to this Agreement
that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of,
or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this
Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that were
rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer or the
Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and
the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were
rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the
Backup Note Insurer.


 


13.   Additional Termination Events:


 


        Additional Termination Events will apply.  If a Rating Agency Downgrade
has occurred and Party A has not, within 30 days, complied with Section 12 above, then an Additional Termination Event shall have
occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination
Event.  For the avoidance of doubt, this Additional Termination Event will only occur upon the written designation of an Early
Termination Date with respect thereto by Party B.


 


14.   Amendment to the ISDA Form:


 


        The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the
ISDA Form is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place
thereof.  The "Breach of Agreement" and "Misrepresentation" provisions in Sections 5(a)(ii) and 5(a)(iv), and
clause (2) in the "Bankruptcy" provisions in Section 5(a)(vii) of the ISDA Form are hereby deleted.


 


15.   Additional Basic Representations:


 


        In Section 3(a) of the ISDA Form the following representations which shall be
construed as Section 3(a)(vi) and (vii) shall be added:


B-2-7





 


 


(vi)  Organization. It is, in the case of Party A, corporation organized under the laws of the State of
Delaware, and in the case of Party B, a corporation organized under the laws of the State of Delaware. 


(vii)Eligible Contract Participant.  It is an "eligible contract participant" as defined in Section 1a (12)
of the Commodity Exchange Act (7 U.S.C. 1a), as amended.


 


16.   Relationship Between Parties:


 


        Each party will be deemed to represent to the other party on the date on which it
enters into this Transaction or an amendment thereof that:


 


(i)    Each Party is acting for its own account.  Each Party has made its own independent decisions to enter
into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected
results of this Transaction.


 


(ii)   It is capable of evaluating and understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this Transaction.  It is also capable of assuming, and
assumes, the financial and other risks of this Transaction.


 


(iii)  The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.


 


(iv)  It is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in
instruments that are identical or economically related to this Transaction or (B) have an investment banking or other commercial
relationship with the issuer of an instrument underlying this Transaction.


 


17.   Definitions:


 


        Capitalized terms not otherwise defined herein shall have the meanings set forth in
the Pooling Agreement.  In the case of any inconsistency between this Confirmation and such terms, this Confirmation will
prevail.


 


18.   Third Party Beneficiaries:


 


        Each of the Note Insurer and the Backup Note Insurer, if any, is a third party
beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it
were a party hereto.


B-2-8





 


 


19.   Automatic Early Termination:


 


        The Automatic Early Termination provisions of Section 6(a) of the ISDA Form will not
apply to Party A or Party B.


 


20.   Agency Role of Greenwich Capital Markets, Inc.


 


        In connection with this Agreement, Greenwich Capital Markets, Inc. has acted as agent
on behalf  of Party A.  Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the
obligations of Party A under this Agreement.


 


        Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Confirmation and returning it to us by facsimile transmission at (203) 618-2580 (Confirmations).  If you
have any questions regarding payments or resets, please contact our Customer Service/Confirmations Group at (203) 618-2525.


 


        We are happy to have completed this transaction with you.


 




	
 

	
Yours sincerely,


	
 

	
 


	
 

	
GREENWICH CAPITAL DERIVATIVES, INC.


	
 

	
 


	
By:

	
Greenwich Capital Markets, Inc., its agent


	
 

	
 


	
 

	
 


	
 

	
By: ________________________


	
 

	
      Name:


	
 

	
      Title:  








 


	
 

	
Accepted and confirmed as of


	
 

	
the date first above written:


	
 

	
 


	
 

	
Long Beach Mortgage Company


	
 

	
 


	
 

	
 


	
By:

	
________________________


	
 

	
        Name:  Jeffery A Sorensen


	
 

	
        Title:  First Vice President





B-2-9






For use with Reference Number C012004002

(all dates subject to adjustment in accordance with the Modified Following Business Day Convention). 


Schedule A


 



  

	

Calculation Period



	

From and Including



	

To but Excluding



	

Notional Amount ($)



	

Cap Rate (%)




	


	


	


	


	



	
1

	
5-Feb-04

	
25-Mar-04

	
$4,410,020,000

	
3.96945


	
2

	
25-Mar-04

	
26-Apr-04

	
4,310,724,851

	
6.27377


	
3

	
26-Apr-04

	
25-May-04

	
4,211,641,601

	
6.48373


	
4

	
25-May-04

	
25-Jun-04

	
4,112,753,073

	
6.27415


	
5

	
25-Jun-04

	
26-Jul-04

	
4,014,053,884

	
6.48352


	
6

	
26-Jul-04

	
25-Aug-04

	
3,915,550,219

	
6.27417


	
7

	
25-Aug-04

	
27-Sep-04

	
3,817,259,283

	
6.27400


	
8

	
27-Sep-04

	
25-Oct-04

	
3,719,211,306

	
6.48301


	
9

	
25-Oct-04

	
26-Nov-04

	
3,622,413,071

	
6.27503


	
10

	
26-Nov-04

	
27-Dec-04

	
3,528,062,944

	
6.48406


	
11

	
27-Dec-04

	
25-Jan-05

	
3,436,100,915

	
6.27535


	
12

	
25-Jan-05

	
25-Feb-05

	
3,346,467,121

	
6.27531


	
13

	
25-Feb-05

	
25-Mar-05

	
3,259,102,520

	
6.94758


	
14

	
25-Mar-05

	
25-Apr-05

	
3,173,949,707

	
6.27513


	
15

	
25-Apr-05

	
25-May-05

	
3,090,952,746

	
6.48548


	
16

	
25-May-05

	
27-Jun-05

	
3,010,057,561

	
6.27614


	
17

	
27-Jun-05

	
25-Jul-05

	
2,931,210,563

	
6.48581


	
18

	
25-Jul-05

	
25-Aug-05

	
2,854,360,125

	
6.27655


	
19

	
25-Aug-05

	
26-Sep-05

	
2,779,455,641

	
6.27647


	
20

	
26-Sep-05

	
25-Oct-05

	
2,706,447,890

	
6.51869


	
21

	
25-Oct-05

	
25-Nov-05

	
2,635,303,369

	
6.90074


	
22

	
25-Nov-05

	
27-Dec-05

	
2,566,221,986

	
7.13776


	
23

	
27-Dec-05

	
25-Jan-06

	
2,498,885,952

	
6.90710


	
24

	
25-Jan-06

	
27-Feb-06

	
2,433,248,662

	
6.90622


	
25

	
27-Feb-06

	
27-Mar-06

	
2,369,267,237

	
7.64515


	
26

	
27-Mar-06

	
25-Apr-06

	
2,306,899,956

	
6.93606


	
27

	
25-Apr-06

	
25-May-06

	
2,246,116,872

	
7.76325


	
28

	
25-May-06

	
26-Jun-06

	
2,187,057,981

	
7.51872


	
29

	
26-Jun-06

	
25-Jul-06

	
2,129,486,388

	
7.76813


	
30

	
25-Jul-06

	
25-Aug-06

	
2,073,362,802

	
7.51589


	
31

	
25-Aug-06

	
25-Sep-06

	
2,018,650,798

	
7.51419


	
32

	
25-Sep-06

	
25-Oct-06

	
1,965,314,921

	
7.79647


	
33

	
25-Oct-06

	
27-Nov-06

	
1,913,328,933

	
8.16710


	
34

	
27-Nov-06

	
26-Dec-06

	
1,862,807,176

	
8.44556


	
35

	
26-Dec-06

	
25-Jan-07

	
1,813,554,221

	
8.17113


	
36

	
25-Jan-07

	
26-Feb-07

	
1,765,536,576

	
8.16867


	
37

	
26-Feb-07

	
26-Mar-07

	
1,718,723,262

	
9.04111


	
38

	
26-Mar-07

	
25-Apr-07

	
1,692,561,089

	
8.19519


	
39

	
25-Apr-07

	
25-May-07

	
1,649,852,264

	
9.06949


	
40

	
25-May-07

	
25-Jun-07

	
1,608,319,125

	
8.78153


	
41

	
25-Jun-07

	
25-Jul-07

	
1,567,826,494

	
9.07088


	
42

	
25-Jul-07

	
27-Aug-07

	
1,528,347,243

	
8.77502


	
43

	
27-Aug-07

	
25-Sep-07

	
1,489,856,056

	
8.77177


	
44

	
25-Sep-07

	
25-Oct-07

	
1,452,328,250

	
9.09318




  




















B-2-10





 




EXHIBIT C


 


FORM OF MORTGAGE LOAN PURCHASE AGREEMENT






 





 



MORTGAGE LOAN PURCHASE AGREEMENT





         This is a Mortgage Loan Purchase Agreement (the "Agreement"), dated February 3, 2004, between Long

Beach Securities Corp., a Delaware corporation (the "Purchaser") and Long Beach Mortgage Company, a Delaware

corporation (the "Seller").



         Preliminary Statement



         The Seller intends to sell certain mortgage loans and the yield maintenance agreements to the

Purchaser on the terms and subject to the conditions set forth in this Agreement.  The Purchaser intends to

deposit the mortgage loans and the yield maintenance agreements into a mortgage pool constituting the trust

fund.  The trust fund will issue fixed rate and adjustable rate asset backed certificates designated as Long

Beach Mortgage Loan Trust 2004-1 Asset-Backed Certificates, Series 2004-1 (the "Certificates").  The

Certificates will consist of twenty classes of certificates.  The Certificates will be issued pursuant to a

Pooling and Servicing Agreement, dated as of February 1, 2004 (the "Pooling and Servicing Agreement"), among

the Purchaser, as depositor, Deutsche Bank National Trust Company, as trustee (the "Trustee") and the Seller,

as master servicer (in such capacity, the "Master Servicer").  Capitalized terms used but not defined herein

shall have the meanings set forth in the Pooling and Servicing Agreement.



         The parties hereto agree as follows:



         SECTION 1.         Agreement to Purchase.



         The Seller agrees to sell, and the Purchaser agrees to purchase, on or before February 5, 2004 (the

"Closing Date"), those certain fixed-rate and adjustable-rate conventional residential mortgage loans (the

"Mortgage Loans") and the yield maintenance agreements, together with all related guarantees, as set forth on

Schedule A attached hereto (the "Yield Maintenance Agreements").



         SECTION 2.         Mortgage Loan Schedule.



         The Purchaser and the Seller have agreed upon which of the mortgage loans owned by the Seller are to

be purchased by the Purchaser pursuant to this Agreement on the Closing Date and the Seller shall prepare or

cause to be prepared on or prior to the Closing Date a final schedule (the "Closing Schedule") that shall

describe such Mortgage Loans and set forth all of the Mortgage Loans to be purchased under this Agreement.  The

Closing Schedule shall conform to the requirements set forth in this Agreement and to the definition of

"Mortgage Loan Schedule" under the Pooling and Servicing Agreement.  The Closing Schedule shall be the Mortgage

Loan Schedule under the Pooling and Servicing Agreement.



 

C-1



         SECTION 3.         Consideration.



         In consideration for the Mortgage Loans and the Yield Maintenance Agreements to be purchased

hereunder, the Purchaser shall on the Closing Date, as described in Section 8 hereof, (i) pay to or upon the

order of the Seller in immediately available funds an amount (the "Purchase Price") equal to the net cash sale

proceeds of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4

Certificates, the Class A-5 Certificates, the Mezzanine Certificates and the Class B Certificates and

(ii) deliver to Long Beach Asset Holdings Corp., upon the order of the Seller, the Class C Certificates, the

Class P Certificates, the Class R Certificates, the Class R-CX Certificates and the Class R-PX Certificates

(the "Long Beach Certificates").



         The Purchaser or any assignee, transferee or designee of the Purchaser shall be entitled to (i) all

scheduled payments of principal due after February 1, 2004 (the "Cut-off Date"), (ii) all unscheduled

collections in respect of the Mortgage Loans received after January 1, 2004 (other than the portion of such

collections due on or prior to the Cut-off Date), (iii) all other payments of principal due and collected after

the Cut-off Date, and (iv) all payments of interest on the Mortgage Loans due after the Cut-off Date.  All

scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off

Date shall belong to the Seller.



         Pursuant to the Pooling and Servicing Agreement, the Purchaser will transfer, assign, set over and

otherwise convey to the Trustee without recourse for the benefit of the Certificateholders, all the right,

title and interest of the Purchaser in and to the Mortgage Loans and the Yield Maintenance Agreements, together

with its rights under this Agreement (other than Section 17 hereof).



         SECTION 4.         Transfer of the Mortgage Loans and the Yield Maintenance Agreements.



         (a)                Possession of Mortgage Files.  The Seller does hereby sell, transfer, assign, set

over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its

right, title and interest in, to and under the Mortgage Loans and the Yield Maintenance Agreements.  The

contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee,

transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the

Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly

transferred to the Trustee.  Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note,

the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and

the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come

into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and

shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.



         (b)                Delivery of Mortgage Loan Documents.  The Seller will, on or prior to the Closing

Date deliver or cause to be delivered to the Purchaser, the Trustee or their designee each of the following

documents for each Mortgage Loan:



         (i)                  the original Mortgage Note, endorsed in blank or in the following form:  "Pay to

the order of Deutsche Bank National Trust Company, as Trustee, under the applicable agreement, without

recourse," with all prior and intervening endorsements, showing a complete chain of endorsement from the

originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage

Loans, by aggregate principal balance as of the Cut-off Date) a copy of such original Mortgage Note with an

accompanying Lost Note Affidavit executed by the Seller;



 

 

C-2



         (ii)                the original Mortgage with evidence of recording thereon, and a copy, certified by

the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a

power of attorney, with evidence of recording thereon;



         (iii)               an original Assignment in blank;



         (iv)              the original recorded Assignment or Assignments showing a complete chain of

assignment from the originator to the Person assigning the Mortgage to the Trustee or in blank;



         (v)                the original or copies of each assumption, modification, written assurance or

substitution agreement, if any; and



         (vi)              the original lender's title insurance policy, (or a copy of the above, in the case

of any Washington Mutual Mortgage Loans) together with all endorsements or riders issued with or subsequent to

the issuance of such policy, insuring the priority of the Mortgage as a first lien or second lien on the

Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title

policy is unavailable, a written commitment or uniform binder or preliminary report of the title issued by the

title insurance or escrow company.



         The Seller shall promptly (and in no event later than thirty (30) Business Days, subject to extension

upon a mutual agreement between the Seller and the Purchaser) following the later of the Closing Date and the

date of receipt by the Seller of the recording information for a Mortgage submit or cause to be submitted for

recording, at no expense to the Purchaser, in the appropriate public office for real property records, each

Assignment referred to in (iii) and (iv) above and shall execute each original Assignment referred to in clause

(iii) above in the following form:  "Deutsche Bank National Trust Company, as Trustee under the applicable

agreement, without recourse."  In the event that any such Assignment is lost or returned unrecorded because of

a defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or

cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly

recorded.  Notwithstanding the foregoing, the Assignments referred to in (iii) and (iv) above shall not be

required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency

does not require recordation for such Rating Agency to assign the initial ratings to the Class A-1

Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates , the Class

A-5 Certificates, the Mezzanine Certificates, the Series B Certificates and the Other NIM Notes and initial

shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS

Insurer; provided, however, each Assignment referred to in (iii) and (iv) above shall be submitted for

recording by the Seller, in the manner described above, at no expense to the Purchaser, Trust Fund or the

Trustee, upon the earliest to occur of:  (i) reasonable direction by Holders of Certificates entitled to at

least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence

of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer

as described in Section 7.02 of the Pooling and Servicing Agreement and (v) if the Seller is not the Master

Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure

relating to the Mortgagor under the related Mortgage.



 

 

C-3



         If any document referred to in Section 4(b)(ii), Section 4(b)(iii), Section 4(b)(iv), or Section

4(b)(v) above (collectively, the "Recording Documents") has as of the Closing Date been submitted for recording

but either (x) has not been returned from the applicable public recording office or (y) has been lost or such

public recording office has retained the original of such document, the obligations of the Seller to deliver

such Recording Documents shall be deemed to be satisfied upon (1) delivery to the Purchaser, the Trustee or

their designee of a copy of each such Recording Document certified by the Seller in the case of (x) above or

the applicable public recording office in the case of (y) above to be a true and complete copy of the original

that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Purchaser,

the Trustee or their designee upon receipt thereof, and in any event no later than one year after the Closing

Date (except as provided below), of either the original or a copy of such Recording Document certified by the

applicable public recording office to be a true and complete copy of the original.  In instances where, due to

a delay on the part of the applicable recording office where any such Recording Documents have been delivered

for recordation, the Recording Documents cannot be delivered to the Purchaser, the Trustee or their designee

within one year after the Closing Date, the Seller shall deliver to the Purchaser, the Trustee or their

designee within such time period an Officer's Certificate stating the date by which the Seller expects to

receive such Recording Documents from the applicable recording office.  If the Recording Documents have still

not been received by the Seller and delivered to the Purchaser, the Trustee or their designee by such date, the

Seller shall deliver to the Purchaser, the Trustee or their designee by such date an additional Officer's

Certificate stating a revised date by which Seller expects to receive the applicable Recording Documents.  This

procedure shall be repeated until the Recording Documents have been received by the Seller and delivered to the

Purchaser, the Trustee or their designee.  If the original or copy of the lender's title insurance policy was

not delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the

Purchaser, the Trustee or their designee promptly after receipt thereof, and in any event within 120 days after

the Closing Date such title insurance policy.  The Seller shall deliver or cause to be delivered to the

Purchaser, the Trustee or their designee promptly upon receipt thereof any other original documents

constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited

to, any original documents evidencing an assumption or modification of any Mortgage Loan.



         Each original document relating to a Mortgage Loan which is not delivered to the Purchaser, the

Trustee or their designee, if held by the Seller, shall be so held for the benefit of the Purchaser, the

Trustee or their designees.  In the event that any such original document is required pursuant to the terms of

this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Purchaser, the

Trustee or their designee.  Any such original document that is not required pursuant to the terms of this

Section to be a part of a Mortgage File shall be held by the Seller in its capacity as Master Servicer.



 

 

C-4



         (c)                Acceptance of Mortgage Loans.  The documents delivered pursuant to Section 4(b)

hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of the Purchaser at any time

before, on and after the Closing Date (and with respect to each document permitted to be delivered after the

Closing Date within seven days of its delivery) to ascertain that all required documents have been executed and

received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule.



         (d)                Transfer of Interest in Agreements.  The Purchaser has the right to assign its

interest under this Agreement (other than Section 17 hereof), in whole or in part, to the Trustee, as may be

required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and

the Trustee shall succeed to the rights and obligations hereunder of the Purchaser.  Any expense reasonably

incurred by or on behalf of the Purchaser, the Trustee, or the NIMS Insurer, if any, in connection with

enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.



         (e)                Examination of Mortgage Files.  Prior to the Closing Date the Seller shall either

(i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for

examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files available to

the Purchaser or to any assignee, transferee or designee of the Purchaser for examination.  Such examination

may be made by the Purchaser or the Trustee, and their respective designees, upon reasonable notice to the

Seller during normal business hours at any time before or after the Closing Date.  If any such person makes

such examination prior to the Closing Date and identifies any Mortgage Loans with respect to which the Seller's

representations and warranties contained in this Agreement are not correct, such Mortgage Loans shall be

deleted from the Mortgage Loan Schedule.  The Purchaser may, at its option and without notice to the Seller,

purchase all or part of the Mortgage Loans without conducting any partial or complete examination.  The fact

that the Purchaser or any person has conducted or has failed to conduct any partial or complete examination of

the related Mortgage Files shall not affect the rights of the Purchaser or any assignee, transferee or designee

of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and Servicing

Agreement.



         SECTION 5.         Representations, Warranties and Covenants of the Seller.



         The Seller hereby represents and warrants and covenants to the Purchaser, as of the date hereof and as

of the Closing Date:



         (i)                  The Seller is a corporation duly organized, validly existing and in good standing

under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business

contemplated by this Agreement to be conducted by the Seller in any state in which a Mortgaged Property is

located or is otherwise not required under applicable law to effect such qualification and, in any event, is in

compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to

enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of the Pooling and

Servicing Agreement;



 

 

C-5



         (ii)                The Seller had the full corporate power and authority to originate, hold and sell

each Mortgage Loan and has the full corporate power and authority to service each Mortgage Loan, and to

execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement

and has duly authorized by all necessary corporate action on the part of the Seller the execution, delivery and

performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery

thereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against

the Seller in accordance with its terms, except to the extent that  the enforceability thereof may be limited

by (a) bankruptcy, insolvency, moratorium, receivership, conservatorship, arrangement, moratorium and other

similar laws relating to creditors' rights generally and (b) the general principles of equity, whether such

enforcement is sought in equity or at law;



         (iii)               The execution and delivery of this Agreement by the Seller, the servicing of the

Mortgage Loans by the Seller under the Pooling and Servicing Agreement, the consummation of any other of the

transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the

ordinary course of business of the Seller and does not (A) result in a breach of any term or provision of the

charter or by-laws of the Seller, (B) conflict with, result in a breach, violation or acceleration of, or

result in a default under, the terms of any other material agreement, instrument or indenture to which the

Seller is a party or by which it may be bound, or any statute, order or regulation applicable to the Seller of

any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller or

any of its property or (C) result in the creation or imposition of any lien, charge or encumbrance which would

have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing

the Mortgage Loans; and the Seller is not a party to, bound by, or in breach or violation of any indenture or

other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court,

regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and

adversely affects or, to the Seller's knowledge, would in the future result in the creation or imposition of

any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any

documents or instruments evidencing or securing the Mortgage Loans or materially and adversely affect (x) the

ability of the Seller to perform its obligations under this Agreement or the Pooling and Servicing Agreement or

(y) the business, operations, financial condition, properties or assets of the Seller taken as a whole;



         (iv)              No consent, approval, authorization, or order of, any court or governmental agency

or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller

with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent,

approval, authorization or order is required, the Seller has obtained the same;



 

 

C-6



         (v)                The Seller is an approved seller/servicer for Fannie Mae or Freddie Mac in good

standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act;



         (vi)              No litigation or proceeding is pending or, to the best knowledge of the Seller,

threatened, against the Seller that would materially and adversely affect the execution, delivery or

enforceability of this Agreement or the Pooling and Servicing Agreement or the issuance of the Certificates or

the ability of the Seller to service the Mortgage Loans or to perform any of its other obligations hereunder in

accordance with the terms hereof and the terms of the Pooling and Servicing Agreement or, that would result in

a material adverse change in the financial or operating conditions of the Seller;



         (vii)             No certificate of an officer, statement or other information furnished in writing or

report delivered by the Seller to the Purchaser, any Affiliate of the Purchaser or the Trustee for use in

connection with the purchase of the Mortgage Loans and the transactions contemplated hereunder and under the

Pooling and Servicing Agreement contains any untrue statement of a material fact, or omits a material fact

necessary to make the information, certificate, statement or report not misleading in any material respect;



         (viii)           The Seller has not dealt with any broker, investment banker, agent or other person,

except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in

connection with the sale of the Mortgage Loans;



         (ix)              Each Mortgage Note, each Mortgage, each Assignment and any other document required

to be delivered by or on behalf of the Seller under this Agreement or the Pooling and Servicing Agreement to

the Purchaser or any assignee, transferee or designee of the Purchaser for each Mortgage Loan has been or will

be, in accordance with Section 4(b) hereof, delivered to the Purchaser or any such assignee, transferee or

designee.  With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File in

compliance with the Pooling and Servicing Agreement, except for such documents that have been delivered (1) to

the Purchaser or any assignee, transferee or designee of the Purchaser or (2) for recording to the appropriate

public recording office and have not yet been returned;



         (x)                The Seller (A) is a solvent entity and is paying its debts as they become due, (B)

immediately after giving effect to the transfer of the Mortgage Loans, will be a solvent entity and will have

sufficient resources to pay its debts as they become due and (C) did not sell the Mortgage Loans to the

Purchaser with the intent to hinder, delay or defraud any of its creditors; and



         (xi)              The transfer of the Mortgage Loans to the Purchaser at the Closing Date will be

treated by the Seller for financial accounting and reporting purposes as a sale of assets.



 

 

C-7



         SECTION 6.         Representations and Warranties of the Seller Relating to the Individual Mortgage

Loans.



         The Seller hereby represents and warrants to the Purchaser, that as of the Closing Date with respect

to each Mortgage Loan:



         (i)                  The information set forth on the Mortgage Loan Schedule with respect to each

Mortgage Loan is complete, true and correct in all material respects as of the Cut-off Date, unless another

date is set forth on the Mortgage Loan Schedule;



         (ii)                [reserved];



         (iii)               Each Mortgage is a valid and enforceable first or second lien on the Mortgaged

Property, including all improvements thereon, subject only to (a) the lien of non-delinquent current real

property taxes and assessments, (b) covenants, conditions and restrictions, rights of way, easements and other

matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record

being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in

connection with the origination of the related Mortgage Loan and which do not materially interfere with the

benefits of the security intended to be provided by such Mortgage, (c) other matters to which like properties

are commonly subject which do not materially interfere with the benefits of the security intended to be

provided by such Mortgage and (d) in the case of a second lien, only to a first lien on such Mortgaged Property;



         (iv)              Immediately prior to the assignment of the Mortgage Loans to the Purchaser, the

Seller had good title to, and was the sole legal and beneficial owner of, each Mortgage Loan, free and clear of

any pledge, lien, encumbrance or security interest and has full right and authority, subject to no interest or

participation of, or agreement with, any other party to sell and assign the same.  The form of endorsement of

each Mortgage Note satisfied the requirement, if any, of endorsement in order to transfer all right, title and

interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note; and each

Assignment to be delivered hereunder is in recordable form and is sufficient to effect the assignment of and to

transfer to the assignee thereunder the benefits of the assignor, as mortgagee or assignee thereof, under each

Mortgage to which that Assignment relates;



         (v)                To the best of the Seller's knowledge, there is no delinquent tax or assessment

lien against any Mortgaged Property;



         (vi)              There is no valid offset, defense or counterclaim to any Mortgage Note (including

any obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note) or the

Mortgage, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of

any right thereunder, render the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject

to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right

of rescission, set-off, counterclaim or defense has been asserted with respect thereto;



 

 

C-8



         (vii)             To the best of the Seller's knowledge, there are no mechanics' liens or claims for

work, labor or material affecting any Mortgaged Property which are or may be a lien prior to, or equal with,

the lien of the related Mortgage, except those which are insured against by the title insurance policy referred

to in (xi) below;



         (viii)           To the best of the Seller's knowledge, each Mortgaged Property is free of material

damage and is at least in average repair;



         (ix)              Each Mortgage Loan at origination complied in all material respects with applicable

local, state and federal laws, including, without limitation, predatory and abusive lending, usury, equal

credit opportunity, real estate settlement procedures, truth-in-lending and disclosure laws, and consummation

of the transactions contemplated hereby, including without limitation the receipt of interest does not involve

the violation of any such laws;



         (x)                Neither the Seller nor any prior holder of any Mortgage has modified the Mortgage

in any material respect, satisfied, canceled or subordinated such Mortgage in whole or in part; released the

related Mortgaged Property in whole or in part from the lien of such Mortgage; or executed any instrument of

release, cancellation, modification or satisfaction with respect thereto (except that a Mortgage Loan may have

been modified by a written instrument signed by the Seller or a prior holder of the Mortgage Loan which has

been recorded, if necessary, to protect the interests of the Seller and the Purchaser and which has been

delivered to the Purchaser or any assignee, transferee or designee of the Purchaser as part of the Mortgage

File, and the terms of which are reflected in the Mortgage Loan Schedule);



         (xi)              A lender's policy of title insurance together with a condominium endorsement and

extended coverage endorsement, if applicable, and, with respect to each Adjustable Rate Mortgage Loan, an

adjustable rate mortgage endorsement in an amount at least equal to the balance of the Mortgage Loan as of the

Cut-off Date or a commitment (binder) to issue the same was effective on the date of the origination of each

Mortgage Loan, each such policy is valid and remains in full force and effect, the transfer of the related

Mortgage Loan to the Purchaser and the Trustee does not affect the validity or enforceability of such policy

and each such policy was issued by a title insurer qualified to do business in the jurisdiction where the

Mortgaged Property is located and acceptable to Fannie Mae or Freddie Mac and in a form acceptable to Fannie

Mae or Freddie Mac on the date of origination of such Mortgage Loan, which policy insures the Seller and

successor owners of indebtedness secured by the insured Mortgage, as to the first or second, as the case may

be, priority lien of the Mortgage; to the best of the Seller's knowledge, no claims have been made under such

mortgage title insurance policy and no prior holder of the related Mortgage, including the Seller, has done, by

act or omission, anything which would impair the coverage of such mortgage title insurance policy;



 

 

C-9



         (xii)             Each Mortgage Loan was originated by, or generated on behalf of, the Seller, or

originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company or

similar institution which is supervised and examined by a federal or state authority, or by a mortgagee

approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National

Housing Act;



         (xiii)           With respect to each Adjustable Rate Mortgage Loan, on each Adjustment Date, the

Mortgage Rate will be adjusted to equal the Index plus the Gross Margin, rounded to the nearest 0.125%, subject

to the Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate.  The related Mortgage Note

is payable on the first day of each month in self-amortizing monthly installments of principal and interest,

with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the

outstanding principal balance of the Mortgage Loan over its remaining term and to pay interest at the

applicable Mortgage Rate.  No Mortgage Loan is subject to negative amortization.  All rate adjustments have

been performed in accordance with the terms of the related Mortgage Note or subsequent modifications, if any;



         (xiv)           To the best of the Seller's knowledge, all of the improvements which were included for

the purpose of determining the Value of the Mortgaged Property lie wholly within the boundaries and building

restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged

Property;



         (xv)            All inspections, licenses and certificates required to be made or issued with respect

to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same,

including but not limited to certificates of occupancy, have been made or obtained from the appropriate

authorities and to the best of the Seller's knowledge, the Mortgaged Property is lawfully occupied under

applicable law;



         (xvi)           All parties which have had any interest in the Mortgage, whether as mortgagee,

assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest,

were) in compliance with any and all applicable licensing requirements of the laws of the state wherein the

Mortgaged Property is located;



         (xvii)         The Mortgage Note and the related Mortgage are genuine, and each is the legal, valid

and binding obligation of the Mortgagor enforceable against the Mortgagor by the mortgagee or its

representative in accordance with its terms, except only as such enforcement may be limited by bankruptcy,

insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights

generally and by law.  To the best of the Seller's knowledge, all parties to the Mortgage Note and the Mortgage

had full legal capacity to execute all Mortgage Loan documents and to convey the estate purported to be

conveyed by the Mortgage and each Mortgage Note and Mortgage have been duly and validly executed by such

parties;



 

 

C-10



         (xviii)        The proceeds of each Mortgage Loan have been fully disbursed, there is no requirement

for future advances thereunder and any and all requirements as to completion of any on-site or off-site

improvements and as to disbursements of any escrow funds therefor have been complied with.  All costs, fees and

expenses incurred in making, closing or recording the Mortgage Loans were paid;



         (xix)           The related Mortgage contains customary and enforceable provisions which render the

rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the

benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's

sale, and (ii) otherwise by judicial foreclosure.  There is no homestead or other exemption available to the

Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right

to foreclose the Mortgage;



         (xx)            With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified

under applicable law to serve as such, has been properly designated and currently so serves and is named in

such Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the

deed of trust, except in connection with a trustee's sale after default by the Mortgagor;



         (xxi)           There exist no deficiencies with respect to escrow deposits and payments, if such are

required, for which customary arrangements for repayment thereof have not been made, and no escrow deposits or

payments of other charges or payments due the Seller have been capitalized under the Mortgage or the related

Mortgage Note;



         (xxii)         The origination, underwriting and collection practices used by the Seller with respect

to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the subprime

mortgage servicing business.  Each Mortgage Loan is currently being serviced by Washington Mutual Bank, FA;



         (xxiii)        There is no pledged account or other security other than real estate securing the

Mortgagor's obligations;



         (xxiv)       No Mortgage Loan has a shared appreciation feature, or other contingent interest feature;



         (xxv)         [reserved];



 

 

C-11



         (xxvi)       The improvements upon each Mortgaged Property are covered by a valid and existing hazard

insurance policy with a generally acceptable carrier that provides for fire extended coverage and coverage of

such other hazards as are customarily covered by hazard insurance policies with extended coverage in the area

where the Mortgaged Property is located representing coverage not less than the lesser of the outstanding

principal balance of the related Mortgage Loan or the minimum amount required to compensate for damage or loss

on a replacement cost basis.  All individual insurance policies and flood policies referred to in this clause

(xxvi) and in clause (xxvii) below contain a standard mortgagee clause naming the Seller or the original

mortgagee, and its successors in interest, as mortgagee, and the Seller has received no notice that any

premiums due and payable thereon have not been paid; the Mortgage obligates the Mortgagor thereunder to

maintain all such insurance, including flood insurance, at the Mortgagor's cost and expense, and upon the

Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at

the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor;



         (xxvii)      If the Mortgaged Property is in an area identified in the Federal Register by the Federal

Emergency Management Agency as subject to special flood hazards, a flood insurance policy in a form meeting the

requirements of the current guidelines of the Flood Insurance Administration is in effect with respect to such

Mortgaged Property with a generally acceptable carrier in an amount representing coverage not less than the

least of (A) the original outstanding principal balance of the Mortgage Loan, (B) the minimum amount required

to compensate for damage or loss on a replacement cost basis or (C) the maximum amount of insurance that is

available under the Flood Disaster Protection Act of 1973;



         (xxviii)    There is no default, breach, violation or event of acceleration existing under the

Mortgage or the related Mortgage Note; and neither the Seller nor any other entity involved in originating or

servicing the Mortgage Loan has waived any default, breach, violation or event of acceleration;



         (xxix)       Each Mortgaged Property is improved by a one- to four-family residential dwelling,

including condominium units and dwelling units in planned unit developments, which, to the best of the Seller's

knowledge, does not include cooperatives and does not constitute property other than real property under state

law;



         (xxx)         There is no obligation on the part of the Seller or any other party under the terms of

the Mortgage or related Mortgage Note to make payments in addition to those made by the Mortgagor;



         (xxxi)       Any future advances made prior to the Cut-off Date have been consolidated with the

outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears

a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule.  The

consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;



 

 

C-12



         (xxxii)      Each Mortgage Loan was underwritten in accordance with the Seller's underwriting

guidelines as described in the Prospectus Supplement as applicable to its credit grade in all material respects;



         (xxxiii)    Each appraisal of a Mortgage Loan that was used to determine the appraised value of the

related Mortgaged Property was conducted generally in accordance with the Seller's underwriting guidelines, and

included an assessment by the appraiser of the fair market value of the related Mortgaged Property at the time

of the appraisal.  The Mortgage File contains an appraisal of the applicable Mortgaged Property;



         (xxxiv)    None of the Mortgage Loans is a graduated payment Mortgage Loan, nor is any Mortgage Loan

subject to a temporary buydown or similar arrangement;



         (xxxv)     As of the Cut-off Date, there were no Mortgage Loans with respect to which the monthly

payment due thereon in January, 2003 had not been made, none of the Mortgage Loans has been contractually

delinquent for more than 30 days more than once during the preceding twelve months and, no Mortgage Loan has

ever experienced a delinquency of 60 or more days since the origination thereof;



         (xxxvi)    Each Mortgage contains a provision that is, to the extent not prohibited by federal or

state law, enforceable for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan

in the event that the Mortgaged Property is sold or transferred without the prior written consent of the

mortgagee thereunder;



         (xxxvii)  To the best of the Seller's knowledge no misrepresentation, negligence, fraud or similar

occurrence with respect to a Mortgage Loan has taken place on the part of any person, including, without

limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the

origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;



         (xxxviii) Each Mortgage Loan constitutes a "qualified mortgage" within the meaning of Section

860G(a)(3) of the Code;



         (xxxix)    The information set forth in the Prepayment Charge Schedule is complete, true and correct

in all material respects at the date or dates respecting which such information is furnished and each

Prepayment Charge is permissible and enforceable in accordance with its terms under applicable law upon the

Mortgagor's voluntary Principal Prepayment (except to the extent that:  (1) the enforceability thereof may be

limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors'

rights generally; or (2) the collectability thereof may be limited due to acceleration in connection with a

foreclosure or other involuntary prepayment).  No Mortgage Loan originated before October 1, 2002 has a

Prepayment Charge for a term in excess of five years from the date of its origination and no Mortgage Loan

originated on or after October 1, 2002 has a prepayment charge for a term in excess of three years from the

date of its origination;



 

 

C-13



         (xl)              The Loan-to-Value Ratio for each Mortgage Loan was no greater than 100% at the time

of origination;



         (xli)             The first date on which each Mortgagor must make a payment on the related Mortgage

Note is no later than 60 days from the date of this Agreement;



         (xlii)           With respect to each Mortgage Loan, the related Mortgagor shall not fail or has not

failed to make the first Monthly Payment due under the terms of the Mortgage Loan by the second succeeding Due

Date after the Due Date on which such Monthly Payment was due;



         (xliii)          The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by

the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions

in effect in any relevant jurisdiction, except any as may have been complied with;



         (xliv)         There are no defaults in complying with the terms of the Mortgage, and either (1) any

taxes, governmental assessments, insurance premiums, water, sewer and municipal charges or ground rents which

previously became due and owing have been paid, or (2) an escrow of funds has been established in an amount

sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and

payable.  Except for payments in the nature of escrow payments, including without limitation, taxes and

insurance payments, the Seller has not advanced funds, or induced, solicited or knowingly received any advance

of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by

the Mortgage Note, except for interest accruing from the date of the Mortgage Note or date of disbursement of

the Mortgage proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first

installment of principal and interest;



         (xlv)           There is no proceeding pending, or to best of the Seller's knowledge threatened, for

the total or partial condemnation of the Mortgaged Property or the taking by eminent domain of any Mortgaged

Property;



         (xlvi)         No Mortgage Loan is subject to the requirements of the Home Ownership and Equity

Protection Act of 1994, as amended, or is a "high cost" or "predatory" loan under any state or local law or

regulation applicable to the originator or a "covered" loan under the laws of the states of California,

Colorado or Ohio;

 

 

C-14





         (xlvii)        No proceeds from any Mortgage Loans were used to finance single-premium credit

insurance policies.  No borrower was required to purchase any credit life, disability, accident or health

insurance  product as a condition of obtaining the extension of credit.  No borrower obtained a prepaid

single-premium credit life, disability, accident or health insurance  policy in connection with the origination

of the Mortgage Loan;



         (xlviii)      The Seller did not select the Mortgage Loans with the intent to adversely affect the

interests of the Purchaser;



         (xlix)         The Seller has not received any notice that any Mortgagor has filed for any bankruptcy

or similar legal protection;



         (l)                  No Mortgage Loan is a "High-Cost Home Loan" as defined in the Georgia Fair

Lending Act, as amended (the "Georgia Act"), and no Mortgage Loan that was originated on or after October 1,

2002 and before March 7, 2003, is secured by a Mortgaged Property located in the State of Georgia;



         (li)                No Mortgage Loan is a "High Cost Home Loan" as defined in the Kentucky high-cost

loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);



         (lii)               No Mortgage Loan is a "High Cost Home Loan" as defined in the New Jersey Home

Ownership Act effective November 27, 2003 (N.J.S.A. 46; 10B-22 et seq.);



         (liii)             No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and

Equity Protection Act;



         (liv)             No Mortgage Loan is a "High-Cost Home Loan" as defined in New York Banking Law 6-1;



         (lv)              No Mortgage Loan is a "High Cost Home Loan" as defined in the Arkansas Home Loan

Protection Act effective July 16, 2003 (Act 1340 of 2003);



         (lvi)             No Mortgage Loan is a "High-Cost Home Loan" as defined in the New Mexico Home Loan

Protection Act effective January 1, 2004 (N.M. Stat. Am.ss.ss. 58-21A-1 et seq.);



         (lvii)           No Mortgage Loan is a "High-Risk Home Loan" as defined in the Illinois High-Risk Home

Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);



         (lviii)          Each Group I Mortgage Loan was originated in compliance with the following

anti-predatory lending guidelines:



 

 

C-15



         a.                   Each Group I Mortgage Loan satisfies the eligibility for purchase requirements

and was originated in compliance with Lender Letter # LL03-00 dated April 11, 2000 for Fannie Mae Sellers (the

"Lender Letter");



         b.                  No borrower was encouraged or required by the Seller to select a Group I Mortgage

Loan product offered by the Group I Mortgage Loan's originator which is a higher cost product designed for less

creditworthy borrowers, unless at the time of the Group I Mortgage Loan's origination, such borrower did not

qualify taking into account credit history and debt-to-income ratios for a lower-cost credit product then

offered by the Group I Mortgage Loan's originator or any affiliate of the Group I Mortgage Loan's originator;



         c.                   The methodology used in underwriting the extension of credit for each Group I

Mortgage Loan employs objective mathematical principles which relate the borrower's income, assets and

liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the

borrower's equity in the collateral as the principal determining factor in approving such credit extension.

Such underwriting methodology provided reasonable assurance that at the time of origination

(application/approval) the borrower had a reasonable ability to make timely payments on the Group I Mortgage

Loan;



         d.                  With respect to any Group I Mortgage Loan that contains a provision permitting

imposition of a premium upon a prepayment prior to maturity, (i) the Seller's pricing methods include mortgage

loans with and without prepayment premiums; borrowers selecting Group I Mortgage Loans which include such

prepayment premiums receive a monetary benefit, including but not limited to a rate or fee reduction, in

exchange for selecting a Group I Mortgage Loan with a prepayment premium, (ii) prior to the Group I Mortgage

Loan's origination, the borrower had the opportunity to choose between an array of mortgage loan products which

included mortgage loan products with prepayment premiums and mortgage loan products that did not require

payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents

pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the

contrary, the Master Servicer shall not impose such prepayment premium in any instance when the mortgage debt

is accelerated as the result of the borrower's default in making the loan payments;



         e.                   All points and fees related to each Group I Mortgage Loan were disclosed in

writing to the borrower in accordance with applicable state and federal law.  Except in the case of a Group I

Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable

origination, no borrower was charged "points and fees" (whether or not financed) in an amount greater than 5%

of the principal amount of such loan, such 5% limitation calculated in accordance with the Lender Letter;



         f.                    All fees and charges (including finance charges) and whether or not financed,

assessed, collected or to be collected in connection with the origination and servicing of each Group I

Mortgage Loan have been disclosed in writing to the borrower in accordance with applicable state and federal

law and regulation; and



 

 

C-16



         (lix)             No Group I Mortgage Loan had a principal balance at origination in excess of Fannie

Mae's conforming loan balance limitations for single family loans set forth in the Fannie Mae Charter Act and

the Fannie Mae Selling Guide in effect at the time of such Group I Mortgage Loan's origination.



         (lx)              With respect to each Group I Mortgage Loan, information regarding the borrower

credit file related to such Mortgage Loan has been furnished to credit reporting agencies in compliance with

the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.



         (lxi)             No Group I Mortgage Loan had a principal balance at origination in excess of Freddie

Mac's dollar amount limits for one-to-four-family mortgage loans in effect at the time of such Group I Mortgage

Loan's origination.



         SECTION 7.         Repurchase Obligation for Defective Documentation and for Breach of Representation

and Warranty.



         (a)                The representations and warranties contained in Section 5(ix) and Section 6 shall

not be impaired by any review and examination of loan files or other documents evidencing or relating to the

Mortgage Loans or any failure on the part of the Seller or the Purchaser to review or examine such documents

and shall inure to the benefit of any assignee, transferee or designee of the Purchaser, including the Trustee

for the benefit of holders of asset-backed certificates evidencing an interest in all or a portion of the

Mortgage Loans.  With respect to the representations and warranties contained herein which are made to the

knowledge or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is

discovered that the substance of any such representation and warranty was inaccurate as of the date such

representation and warranty was made or deemed to be made, and such inaccuracy materially and adversely affects

the value of the related Mortgage Loan or the interest therein of the Purchaser or the Purchaser's assignee,

transferee or designee, then notwithstanding the lack of knowledge by the Seller with respect to the substance

of such representation and warranty being inaccurate at the time the representation and warranty was made, the

Seller shall take such action described in the following paragraph in respect of such Mortgage Loan.



         Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser

of any materially defective document in, or that any material document was not transferred by the Seller (as

listed on the Trustee's initial certification), as part of any Mortgage File or of a breach of any of the

representations and warranties contained in Section 5 or Section 6 that materially and adversely affects the

value of any Mortgage Loan or the interest of the Purchaser or the Purchaser's assignee, transferee or designee

(it being understood that with respect to the representations and warranties set forth in the last sentence of

(xxxix), (xlvi) and the first sentence of (xlvii) of Section 6 herein, a breach of any such representation or

warranty shall in and of itself be deemed to materially and adversely affect the interest therein of the

Purchaser and the Purchaser's assignee, transferee or designee) in any Mortgage Loan, the party discovering the

breach shall give prompt written notice to the others.  Within ninety (90) days of the earlier of the discovery

or the Seller's receipt of notice of any such missing documentation which was not transferred to the Purchaser

as described above or materially defective documentation or any such breach of a representation and warranty,

the Seller promptly shall deliver such missing document or cure such defect or breach in all material respects,

or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the

 

 

C-17



Seller shall, within 90 days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage

Loan at a price equal to the Purchase Price (as defined in the Pooling and Servicing Agreement) or (ii)

pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from

the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans; provided, however, that in the

case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in Section

6(i), if such breach relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge

and such Prepayment Charge has been triggered pursuant to the terms of the related Mortgage Note, then in lieu

of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and

Servicing Agreement), the Seller shall pay the amount of the incorrectly identified Prepayment Charge (net of

any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge), and the

Seller shall have no obligation to repurchase or substitute for such Mortgage Loan.  In the event of a

substitution permitted hereunder, the Seller shall amend the Closing Schedule to reflect the withdrawal of each

removed Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition

of the Qualified Substitute Mortgage Loan(s).  The Seller shall deliver to the Purchaser such amended Closing

Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing

Agreement within five (5) days of any such amendment.  Any repurchase pursuant to this Section 7(a) shall be

accomplished by deposit in the Collection Account of the amount of the Purchase Price (as defined in the

Pooling and Servicing Agreement) in accordance with Section 2.03 of the Pooling and Servicing Agreement.  Any

repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of

the Pooling and Servicing Agreement and any remedy by the Seller for a breach of a representation or warranty

that materially and adversely affects the value of any Prepayment Charge shall be made in a manner consistent

with Section 2.03(c) of the Pooling and Servicing Agreement.



         (b)                It is understood and agreed that the obligations of the Seller set forth in this

Section 7 to cure, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the

Purchaser against the Seller respecting a missing or defective document or a breach of the representations and

warranties contained in Section 5 or Section 6.



         SECTION 8.         Closing; Payment for the Mortgage Loans.



         The closing of the purchase and sale of the Mortgage Loans and the Yield Maintenance Agreements shall

be held at the Seattle office of Heller Ehrman White & McAuliffe LLP at 9:30 am New York time on the Closing

Date (or such other location or time as is mutually agreeable to the parties).



         The Purchaser's obligation to close the transactions contemplated by this Agreement shall be subject

to each of the following conditions:



         (a)                All of the representations and warranties of the Seller under this Agreement shall

be true and correct in all material respects as of the date as of which they are made and no event shall have

occurred which, with notice or the passage of time, would constitute a default under this Agreement;

 

 

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         (b)                The Purchaser shall have received, or the attorneys of the Purchaser shall have

received in escrow (to be released from escrow at the time of closing), all Closing Documents as specified in

Section 9 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by

all signatories other than the Purchaser as required pursuant to the respective terms thereof;



         (c)                The Seller shall have delivered or caused to be delivered and released to the

Purchaser or to its designee, all documents (including without limitation, the Mortgage Loans) required to be

so delivered by the Purchaser pursuant to Section 2.01 of the Pooling and Servicing Agreement;  and



         (d)                All other terms and conditions of this Agreement to be complied with by Seller,

shall have been complied with.



         Subject to the foregoing conditions, the Purchaser shall deliver or cause to be delivered to the

Seller on the Closing Date, against delivery and release by the Seller to the Trustee of all documents required

pursuant to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans and the Yield

Maintenance Agreements as specified in Section 3 of this Agreement, by delivery to the Seller of the Purchase

Price in immediately available funds and delivery of the Long Beach Certificates to Long Beach Asset Holdings

Corp.



         SECTION 9.         Closing Documents.



         Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each

of the following documents:



         (a)                An Officers' Certificate of the Seller, dated the Closing Date, upon which the

Purchaser and Greenwich Capital Markets, Inc. (the "Representative") and the NIMS Insurer, if any, may rely and

attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the

Seller under the laws of the State of Delaware;



         (b)                An Officers' Certificate of the Seller, dated the Closing Date, upon which the

Purchaser, the Representative and the NIMS Insurer, if any, may rely, with respect to certain facts regarding

the sale of the Mortgage Loans, by the Seller to the Purchaser;



         (c)                An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller),

dated the Closing Date and addressed to the Purchaser, the Representative and the NIMS Insurer, if any;



         (d)                Such opinions of counsel as the Rating Agencies, the Representative, the Trustee or

the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the

Yield Maintenance Agreements by the Seller to the Purchaser or the Seller's execution and delivery of, or

performance under, this Agreement;



 

 

C-19



         (e)                A letter from Deloitte & Touche L.L.P., certified public accountants, dated the

date hereof and to the effect that they have performed certain specified procedures as a result of which they

determined that certain information of an accounting, financial or statistical nature set forth in the

Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans", "Risk Factors", "The Mortgage Pool"

and "Long Beach Mortgage Company" agrees with the records of the Seller;



         (f)                 The Seller shall deliver to the Purchaser for inclusion in the Prospectus

Supplement under the caption "Long Beach Mortgage Company" or for inclusion in other offering materials, such

publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency,

foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and

servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer

tape with respect to the pool information, as the Representative may reasonably request;



         (g)                Letters from at least two nationally recognized statistical rating agencies rating

the Offered Certificates (as defined in the Prospectus Supplement); and



         (h)                Such further information, certificates, opinions and documents as the Purchaser or

the Representative may reasonably request.



         SECTION 10.      Costs.



         The Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the

Purchaser or such other Person shall pay) all costs and expenses incurred in connection with the transfer and

delivery of the Mortgage Loans and the Yield Maintenance Agreements, including without limitation, recording

fees, fees for title policy endorsements and continuations and the fees for recording Assignments, the fees and

expenses of the Seller's in-house accountants and in-house attorneys, the costs and expenses incurred in

connection with determining the Seller's loan loss, foreclosure and delinquency experience, the costs and

expenses incurred in connection with obtaining the documents referred to in Sections 9(d) and 9(e), the cost of

an opinion of counsel regarding the true sale of the Mortgage Loans and the Yield Maintenance Agreements and

non-consolidation of the Seller, the costs and expenses of printing (or otherwise reproducing) and delivering

this Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus, the Prospectus

Supplement, any blue sky filings and private placement memorandum relating to the Certificates and other

related documents, costs and expenses of the Trustee, the fees and expenses of the Purchaser's counsel in

connection with the preparation of all documents relating to the securitization of the Mortgage Loans, the

filing fee charged by the Securities and Exchange Commission for registration of the Certificates, the cost of

any opinions of outside special counsel that may be required for the Seller and the fees charged by any Rating

Agency to rate the Certificates.  All other costs and expenses in connection with the transactions contemplated

hereunder shall be borne by the party incurring such expense.



 

 

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         SECTION 11.      Servicing.



         The Seller has represented to the Purchaser that the Mortgage Loans are being serviced in accordance

with the terms of the Pooling and Servicing Agreement, and it is understood and agreed by and between the

Seller and the Purchaser that any interim servicing arrangements with the Seller will be superseded by the

servicing arrangements set forth in the Pooling and Servicing Agreement.



         SECTION 12.      Mandatory Delivery; Grant of Security Interest.



         The sale and delivery on the Closing Date of the Mortgage Loans and the Yield Maintenance Agreements

in accordance with the terms and conditions of this Agreement is mandatory.  It is specifically understood and

agreed that each Mortgage Loan is unique and identifiable on the Closing Date and that an award of money

damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser

in the event of the Seller's failure to deliver the Mortgage Loans on or before the Closing Date.



         The Seller hereby grants to the Purchaser a lien on and a continuing security interest in the Seller's

interest in each Mortgage Loan and each Yield Maintenance Agreement, and each document and instrument

evidencing each such Mortgage Loan and each Yield Maintenance Agreement to secure the performance by the Seller

of its obligation hereunder, and the Seller agrees that it holds such Mortgage Loans and such Yield Maintenance

Agreements in custody for the Purchaser, subject to (i) the Purchaser's right, prior to the Closing Date, to

reject any Mortgage Loan to the extent permitted by this Agreement and (ii) the Purchaser's obligation to

deliver or cause to be delivered the consideration for the Mortgage Loans and the Yield Maintenance Agreements

pursuant to Section 8 hereof.  Any Mortgage Loan rejected by the Purchaser shall concurrently therewith be

automatically released from the security interest created hereby.  The Seller agrees that, upon acceptance of

the Mortgage Loans and the Yield Maintenance Agreements by the Purchaser or its designee and delivery of

payment to the Seller, that any security interest held by the Seller in such Mortgage Loans and such Yield

Maintenance Agreements shall be released.



         All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with,

any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies

may be exercised concurrently, independently or successively.  Notwithstanding the foregoing, if on the Closing

Date, each of the conditions set forth in Section 8 hereof shall have been satisfied and the Purchaser shall

not have paid or caused to be paid the Purchase Price, or shall not have delivered or caused to be delivered

the Long Beach Certificates to Long Beach Asset Holding Corp., or any such condition shall not have been waived

or satisfied and the Purchaser determines not to pay or cause to be paid the Purchase Price or not to deliver

or cause to be delivered the Long Beach Certificates to Long Beach Asset Holding Corp, the Purchaser shall

immediately effect the re-delivery of the Mortgage Loans and the Yield Maintenance Agreements, if delivery to

the Purchaser has occurred and any security interest created by this Section 12 shall be deemed to have been

released.



         SECTION 13.      Notices.

 

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         All demands, notices and communications hereunder shall be in writing and shall be deemed to have been

duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or

telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at 1201

Third Ave., WMT1706, Seattle, Washington 98101, Attn:  LBSC Legal Counsel, or such other address as may

hereafter be furnished to the Seller in writing by the Purchaser; if to the Seller, addressed to the Seller at

1201 Third Ave., WMT1706, Seattle, Washington 98101, Attn:  LBMC Legal Counsel, or to such other address as the

Seller may designate in writing to the Purchaser.



         SECTION 14.      Severability of Provisions.



         Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable

or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.  To

the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or

renders void or unenforceable any provision hereof.



         SECTION 15.      Agreement of Parties.



         The Seller and the Purchaser each agree to execute and deliver such instruments (including UCC

financing statements and continuation statements) and take such actions as either of the others may, from time

to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and

the Pooling and Servicing Agreement.



         SECTION 16.      Survival.



         The Seller agrees that the representations, warranties and agreements made by it herein and in any

certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the Purchaser

and its successors and assigns, notwithstanding any investigation heretofore or hereafter made by the Purchaser

or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any

such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and the

Yield Maintenance Agreements and shall continue in full force and effect, notwithstanding any restrictive or

qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement, the

Pooling and Servicing Agreement or the Trust Fund.



         SECTION 17.      Indemnification, Representative.



         (a)                The Seller indemnifies and holds harmless the Purchaser, the Purchaser's officers

and directors and each person, if any, who controls the Purchaser within the meaning of Section 15 of the

Securities Act of 1933, as amended (the "1933 Act") or Section 20 of the Exchange Act of 1934, as amended, (the

"Exchange Act"), as follows:



 

 

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         (i)                  against any and all losses, claims, expenses, damages or liabilities, joint or

several, to which the Purchaser or such controlling person may become subject under the 1933 Act or otherwise,

insofar as such losses, claims, damages or liabilities (or actions in respect thereof, including, but not

limited to, any loss, claim, expense, damage or liability related to purchases and sales of the Class A-1

Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5

Certificates, the Mezzanine Certificates and the Class B Certificates arise out of or are based upon any untrue

statement or alleged untrue statement of any material fact contained in the Prospectus Supplement, or any

amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make the statements made therein not

misleading; and will reimburse, as incurred, the Purchaser and each such controlling person for any legal or

other expenses reasonably incurred by the Purchaser or such controlling person in connection with

investigating, defending against or appearing as a third party witness in connection with any such loss, claim,

damage, liability or action as such expenses are incurred; provided, however, that the Seller will be liable in

any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon

an untrue statement or omission, or alleged untrue statement or omission, made therein in reliance upon and in

conformity with written information furnished to the Purchaser by the Seller specifically for use in the

preparation thereof (the "Seller's Prospectus Supplement Information");



         (ii)                against any and all loss, liability, claim, damage and expense whatsoever, to the

extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any

governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue

statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with

the written consent of the Seller; and



         (iii)               against any and all expense whatsoever (including the fees and disbursements of

counsel chosen by the Purchaser, subject to Section 17(c) below), reasonably incurred in investigating,

preparing or defending against any litigation, or investigation or proceeding by any governmental agency or

body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any

such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or

clause (ii) above.



         This indemnity agreement will be in addition to any liability which the Seller may otherwise have.





         (b)                The Purchaser agrees to indemnify and hold harmless the Seller, each of its

directors, each of its officers and each person, if any, who controls the Seller within the meaning of

Section 15 of the 1933 Act or Section 20 of the Exchange Act, against any and all losses, claims, expenses,

 

 

C-23



damages or liabilities to which the Seller or any such director, officer or controlling person may become

subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in

respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any

material fact contained in the Prospectus Supplement, other than in the Seller's Prospectus Supplement

Information, or arise out of, or are based upon, the omission or the alleged omission to state therein a

material fact required to be stated therein or necessary to make the statements made therein not misleading,

and will reimburse any legal or other expenses reasonably incurred by the Seller or any such director, officer

or controlling person in connection with investigating or defending any such loss, claim, damage, liability or

action.  This indemnity agreement will be in addition to any liability which the Purchaser may otherwise have.



         (c)                Promptly after receipt by an indemnified party under this Section 17 of notice of

the commencement of any action described therein, such indemnified party will, if a claim in respect thereof is

to be made against the indemnifying party under this Section 17, notify the indemnifying party of the

commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying

party from any liability that it may have to any indemnified party under this Section 17 unless the

indemnifying party is materially prejudiced by such omission to notify and in any event the failure to notify

the indemnifying party shall not relieve it from any liability which it may have to the indemnified party

otherwise than under this Agreement.  In case any such action is brought against any indemnified party, and it

notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to

participate therein, and, to the extent that it may wish to do so, jointly with any other indemnifying party

similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who

shall not, except with the consent of the indemnified party (such consent not to be unreasonably withheld,

conditioned or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party

to such indemnified party under this Section 17, such indemnifying party shall not be liable for any legal or

other expenses subsequently incurred by such indemnified party in connection with the defense thereof other

than reasonable costs of investigation and preparation for a defense.



         Any indemnified party shall have the right to employ separate counsel in any such action and to

participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such

indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party

in writing (ii) such indemnified party shall have been advised by such counsel that there may be one or more

legal defenses available to it which are different from or additional to those available to the indemnifying

party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ

separate counsel; (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified

party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not

have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the

indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory

to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing

that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party

shall not have the right to assume the defense of such action on behalf of such indemnified party, it being

understood, however, the indemnifying party shall not, in connection with any one such action or separate but

substantially similar or related actions in the same jurisdiction arising out of the same general allegations

 

 

C-24



or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys

(in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in

writing (i) by the Seller if the indemnified parties under this Section 17 consist of the Seller or any of its

officers, directors or controlling persons, or (ii) the Purchaser, if the indemnified party under this

Section 17 consist of the Purchaser or any of the Purchaser's directors, officers or controlling persons.



         Each indemnified party, as a condition of the indemnity agreements contained in Section 17(a) and

Section 17(b), shall use its reasonable efforts to cooperate with the indemnifying party in the defense of any

such action or claim.  No indemnifying party shall be liable for any settlement of any such action effected

without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if

settled with its written consent or if there be a final judgment for the plaintiff in any such action, the

indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or

liability (to the extent set forth in Section 17(a) or Section 17(b) as applicable) by reason of such

settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified

party, effect any settlement of any pending or threatened action in respect of which any indemnified party is

or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such

settlement (i) includes an unconditional release of such indemnified party from all liability on any claims

that are the subject of such action and (ii) does not include a statement as to, or an admission of, fault,

culpability or failure to act by or on behalf of an indemnified party.



         Notwithstanding the foregoing paragraph, if at any time an indemnified party shall have requested an

indemnifying party to reimburse the indemnified party for fees and expenses of counsel, the indemnifying party

agrees that it shall be liable for any settlement of any proceeding effected without its written consent if

(i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid

request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with

such request prior to the date of such settlement.



         (d)                If the indemnification provided for in Section 17(a) or 17(b) is unavailable or

insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying

party shall contribute to the amount paid or payable by such indemnified party as a result of the losses,

claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is

appropriate to reflect the relative benefits received by the Purchaser on the one hand and the Seller on the

other from the offering of the Underwritten Certificates (as defined in the Prospectus Supplement) or (ii) if

the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is

appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative

fault of the Purchaser on the one hand and the Seller on the other in connection with the statements or

omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable

considerations.  If the indemnification provided for in Section 17(b) is unavailable or insufficient to hold

harmless the indemnified party under Section 17(b), then each indemnifying party shall contribute to the amount

paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to

in Section 17(b) in such proportion as appropriate to reflect the relative fault of the Purchaser on one hand

and the Seller on the other in connection with the statements or omissions which resulted in such losses,

claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits

received by the Purchaser on the one hand and the Seller on the other shall be deemed to be in the same

 

 

C-25



proportion as the total net proceeds from the offering (before deducting expenses) received by the Purchaser

bear to the total underwriting discounts and commissions received by the Underwriters (as defined in the

Prospectus Supplement).  The relative fault shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a

material fact relates to information supplied by the Purchaser or by the Seller and the parties' relative

intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or

omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities

referred to above in the first sentence of this subsection (d) shall be deemed to include any legal or other

expenses reasonably incurred by such indemnified party in connection with investigating or defending any action

or claim which is the subject of this subsection (d).  No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not

guilty of such fraudulent misrepresentation.



         SECTION 18.      Representations and Warranties of the Seller Relating to the Yield Maintenance

Agreements.



         The Seller hereby represents and warrants to the Purchaser, that as of the Closing Date with respect

to each Yield Maintenance Agreement:



         (a)                Immediately prior to the assignment of the Yield Maintenance Agreement to the

Purchaser, the Seller had good title to, and was the sole legal and beneficial owner of, the Yield Maintenance

Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any

kind created by the Seller, and has full right and authority, subject to no interest or participation of, or

agreement with, any other party to sell and assign the same.  Upon the delivery, transfer or assignment of the

Yield Maintenance Agreement to the Purchaser as contemplated herein, the Purchaser will receive the Yield

Maintenance Agreement, free and clear of any pledge, lien, security interest, charge, claim, equity or

encumbrance of any kind created by the Seller;



         (b)                Each Yield Maintenance Agreement constitutes "general intangibles" within the

meaning of the applicable UCC;



         (c)                The Seller has received all consents and approvals required by the terms of each

Yield Maintenance Agreement for the sale of such Yield Maintenance Agreement hereunder to the Purchaser;



         (d)                The Seller has caused or will have caused, within ten days after the Closing Date,

the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions

under applicable law as necessary to perfect the security interest in each Yield Maintenance Agreement granted

to the Purchaser hereunder; and



 

 

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         (e)                The Seller has not authorized the filing of and is not aware of any financing

statements against Seller that include a description of collateral covering either of the Yield Maintenance

Agreements other than any financing statement (a) relating to the security interest granted to the Purchaser

hereunder or (b) that has been terminated.



         SECTION 19.      Governing Law.



         THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF

THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH

THE LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE

CONFLICTS OF LAW PRINCIPLES.  THE PARTIES HERETO INTEND THAT THE PROVISIONS

OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO

THIS AGREEMENT.



         SECTION 20.      Miscellaneous.



         This Agreement may be executed in two or more counterparts, each of which when so executed and

delivered shall be an original, but all of which together shall constitute one and the same instrument.  This

Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors

and assigns.  This Agreement supersedes all prior agreements and understandings relating to the subject matter

hereof.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally,

but only by an instrument in writing signed by the party against whom enforcement of the change, waiver,

discharge or termination is sought.  The headings in this Agreement are for purposes of reference only and

shall not limit or otherwise affect the meaning hereof.



         It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the Yield

Maintenance Agreements by the Seller to the Purchaser as provided in Section 4 hereof be, and be construed as,

a sale of the Mortgage Loans and the Yield Maintenance Agreements by the Seller to the Purchaser and not as a

pledge of the Mortgage Loans and the Yield Maintenance Agreements by the Seller to the Purchaser to secure a

debt or other obligation of the Seller.  However, in the event that, notwithstanding the aforementioned intent

of the parties, the Mortgage Loans and the Yield Maintenance Agreements are held to be property of the Seller,

then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans

and the Yield Maintenance Agreements by the Seller to the Purchaser to secure a debt or other obligation of the

Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of

Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof

shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's

right, title and interest in and to the Mortgage Loans, the Yield Maintenance Agreements and all amounts

payable to the holders of the Mortgage Loans and the Yield Maintenance Agreements in accordance with the terms

thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments,

securities or other property, including without limitation all amounts, other than investment earnings, from

time to time held or invested in the Collection Account whether in the form of cash, instruments, securities or

other property; (3) the possession by the Purchaser or its agent of the Mortgage Notes, the Yield Maintenance

Agreements, the related Mortgages and such other items of property that constitute instruments, money,

negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of

 

 

C-27



perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and (4)

notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons

holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,

financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such

security interest under applicable law.  Any assignment of the interest of the Purchaser pursuant to Section

4(d) hereof shall also be deemed to be an assignment of any security interest created hereby.  The Seller and

the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to

ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Yield

Maintenance Agreements, such security interest would be deemed to be a perfected security interest of first

priority under applicable law and will be maintained as such throughout the term of this Agreement and the

Pooling and Servicing Agreement.



         SECTION 21.      Third Party Beneficiary.



         Each of the Trustee and the NIMS Insurer, if any, shall be a third-party beneficiary hereof (except

with respect to Section 17) and shall be entitled to enforce the provisions hereof as if a party hereto, except

the provisions of Section 17 hereof.  The Co-Representatives, on behalf of the Underwriters (as defined in the

Prospectus Supplement), shall be a third-party beneficiary hereof solely with respect to Section 17 and shall

be entitled to enforce the provisions of Section 17 as if it were a party hereto.

  

 

C-28



                IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be signed

by their respective officers thereunto duly authorized as of the date first above written.

 


  	   LONG BEACH SECURITIES CORP.
	         By:      _________________________
	 
	         Name:    Jeffery A Sorensen
	         Title:   Vice President
	 
	         LONG BEACH MORTGAGE COMPANY
	         By:      _________________________
	         Name:    Jeffery A Sorensen
	         Title:   First Vice President


   


C-29



SCHEDULE A

         Yield Maintenance Agreements

 

         Provider                                                            
Transaction Reference

         Greenwich
Capital Derivatives, Inc.                  
C012004002

         Greenwich
Capital Derivatives, Inc.                 
C020304083

 

 

C-30



 


EXHIBIT D


 


MORTGAGE LOAN SCHEDULE


 


[FILED BY PAPER]


 


D-1




 






EXHIBIT E-1


 


REQUEST FOR RELEASE

(for Trustee /Custodian)


 



  

	
Loan Information


	
 


	
Name of Mortgagor: _____________________________________________


	
 


	
Master Servicer


Loan No.: _____________________________________________________


	
 


	
Trustee /Custodian


	
 


	
Name:  _______________________________________________________


	
 


	
Address:  _____________________________________________________


	
 


	
Trustee/


Custodian


Mortgage File No.: _____________________________________________


	
 


	
Depositor


	
 


	
Name:  LONG BEACH SECURITIES CORP.


	
Address:  _____________________________________________________


	
Certificates:  Long Beach Mortgage Certificates, Series 2004‐1.





  


 

E-1




 


                The undersigned Master
Servicer hereby acknowledges that it has received from _______________________, as Trustee for the Holders of Long Beach Mortgage
Loan Trust 2004‐1, Asset-Backed Certificates, Series 2004‐1, the documents referred to below (the "Documents"). 
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement, dated as of February 1, 2004, among the Trustee, the Depositor and the Master Servicer (the "Pooling and
Servicing Agreement").


(a)            Promissory Note dated _______________, 20__,
in the original principal sum of $__________, made by ___________________, payable to, or endorsed to the order of, the
Trustee.


(b)           Mortgage recorded on _____________________ as
instrument no. ________________ in the County Recorder’s Office of the County of _________________, State of ____________ in
book/reel/docket _________________ of official records at page/image _____________.


(c)            Deed of Trust recorded on ___________________
as instrument no. ________________ in the County Recorder’s Office of the County of _________________, State of
____________________ in book/reel/docket _________________ of official records at page/image ______________.


(d)           Assignment of Mortgage or Deed of Trust to the
Trustee, recorded on ___________________ as instrument no. _________ in the County Recorder’s Office of the County of
_______________, State of _______________________ in book/reel/docket ____________ of official records at page/image
____________.


(e)            Other documents, including any amendments,
assignments or other assumptions of the Mortgage Note or Mortgage.


(f)           
_____________________________________________


(g)           
_____________________________________________


(h)           _____________________________________________


(i)           
_____________________________________________


                The undersigned Master
Servicer hereby acknowledges and agrees as follows:


               
(1)           The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


               
(2)           The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the Master Servicer assert or seek to assert any claims or rights of setoff to or against the Documents or any proceeds
thereof.


E-2




 


               
(3)           The Master Servicer shall return each and every Document previously
requested from the Mortgage File to the Trustee when the need therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly
provided in the Agreement.


 


               
(4)           The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer shall at all times be ear-marked for the account of the
Trustee, and the Master Servicer shall keep the Documents and any proceeds separate and distinct from all other property in the
Master Servicer’s possession, custody or control.


Dated:



  

	
 

	
LONG BEACH MORTGAGE COMPANY


	
 

	
 


	
By:

	
_____________________________


	
 

	
Name:


	
 

	
Title:





  



 


E-3




 



EXHIBIT E-2


REQUEST FOR RELEASE

[Mortgage Loans Paid in Full]


OFFICERS’ CERTIFICATE AND TRUST RECEIPT

MORTGAGE LOAN PASS-THROUGH CERTIFICATES

SERIES 2004‐1


____________________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER
SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:


 


WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND SERVICING AGREEMENT DESCRIBED IN THE
ATTACHED SCHEDULE:


 


ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN MADE.


 


LOAN
NUMBER:                                                                
                BORROWER’S
NAME:                                                       


 



COUNTY:                                                                             


 


WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS, WHICH ARE REQUIRED TO BE DEPOSITED IN
THE COLLECTION ACCOUNT PURSUANT TO SECTION 3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.


 


DATED: _____________________________


 


 


______________________


/ / VICE PRESIDENT


/ / ASSISTANT VICE PRESIDENT


E-4




 






EXHIBIT F-1


FORM OF TRUSTEE’S INITIAL CERTIFICATION


[Date]


 


	
Long Beach Securities Corp.

	
Long Beach Mortgage Company


	
1100 Town & Country Road

	
1100 Town & Country Road


	
Orange, California 92868

	
Orange, California 92868





 


	
Re:

	
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2004 among Long Beach
Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust Company,

Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series 2004‐1






 


Ladies and Gentlemen:


                Pursuant to Section 2.02 of the
Pooling and Servicing Agreement, the undersigned, as Trustee, hereby acknowledges receipt of each Mortgage File and certifies that,
as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing
Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such
documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to
such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage
Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first
Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of "Mortgage Loan Schedule" of the Pooling and
Servicing Agreement accurately reflects information set forth in the Mortgage File.


 


                The Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement.  The Trustee makes no representations as to:  (i) the validity, legality,
sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File
of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.




	
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


	
 


	
 


	
By:  _____________________________________


	
Name:  ___________________________________


	
Title:  ____________________________________







F-1





EXHIBIT F-2


FORM OF TRUSTEE’S FINAL CERTIFICATION


 


[Date]


	
Long Beach Securities Corp.

	
Long Beach Mortgage Company


	
1100 Town & Country Road

	
1100 Town & Country Road


	
Orange, California 92868

	
Orange, California 92868





 


	
Re:

	
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2004 among Long Beach
Securities Corp., Long Beach Mortgage Company and Deutsche Bank National Trust Company,


Long Beach Mortgage Loan Trust 2004‐1, Asset-Backed Certificates, Series 2004‐1





Ladies and Gentlemen:


                In accordance with Section 2.02 of
the above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it or a
Custodian on its behalf has received:


               
(a)            the original Mortgage Note, endorsed in blank or in the
following form:  "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without
recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so
endorsing to the Trustee or a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the
Seller;


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


               
(c)            an original Assignment in blank;


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


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


               
(f)            the original lender’s title insurance policy, together
with all endorsements or riders issued with or subsequent to the issuance of such policy (or a copy of the above, in the case of
the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented
therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or
uniform binder or preliminary report of title issued by the title insurance or escrow company.


F-2




 


                The Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement.  The Trustee makes no representations as to:  (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the
Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


                Capitalized words and phrases used
herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 




	
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


	
 


	
 


	
By:  _____________________________________


	
Name:  ___________________________________


	
Title:  ____________________________________








 


F-3




 






EXHIBIT G


 


[RESERVED]


G-1




 






EXHIBIT H


 


FORM OF LOST NOTE AFFIDAVIT


 


                Personally appeared before me the
undersigned authority to administer oaths, 
                                                                  

                  who first being duly
sworn deposes and says:  Deponent is 
                                                                                              

                  of
                                                                          
, successor by merger to 
                                                                       

                  ("Seller") and who has
personal knowledge of the facts set out in this affidavit.


On
                         
,
                                             
  did execute and deliver a promissory note in the principal amount of
$                                            
..


 


                That said note has been misplaced or
lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller’s records show
that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner
and holder in due course of said lost note.


 


                Seller executes this Affidavit for
the purpose of inducing Deutsche Bank National Trust Company, as Trustee on behalf of Long Beach Mortgage Loan Trust 2004‐1,
to accept the transfer of the above described loan from Seller.


 


                Seller agrees to indemnify Deutsche
Bank National Trust Company, Long Beach Securities Corp. and Long Beach Mortgage Company harmless for any losses incurred by such
parties resulting from the above described promissory note has been lost or misplaced.


 


By:  
                                                       


        
                                                       


 


STATE
OF                                            
)

                                                               
)       SS:

COUNTY
OF                                        
)


                On this ______ day of ______________,
20_, before me, a Notary Public, in and for said County and State, appeared ____________________, who acknowledged the extension of
the foregoing and who, having been duly sworn, states that any representations therein contained are true.


 


                Witness my hand and Notarial Seal
this _________ day of 20__.


 



                                                               



                                                               


My commission expires
                                       
..


 




H-1




 




EXHIBIT I


FORM OF ERISA REPRESENTATION


 


[DATE]


 


Long Beach Securities Corp.

1100 Town & Country Road

Orange, California 92868


 


Long Beach Mortgage Company

1100 Town & Country Road

Orange, California 92868


 


Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:           Long Beach Mortgage Loan Trust 2004‐1,
Asset-Backed Certificates, Series 2004‐1


Ladies and Gentlemen:


     ___________________ (the "Transferee") intends to acquire from __________________ (the
"Transferor") $____________ Initial Certificate Principal Balance of the Class [____] Certificate of Long Beach Mortgage Loan Trust
2004‐1, Asset-Backed Certificates, Series 2004‐1, (the "Certificates"), issued pursuant to a Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee").  Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Master Servicer that the following statements in either (1) or (2) are accurate:


 


     _____ (1)           The Certificates (i) are not
being acquired by, and will not be transferred to, any employee benefit plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in
which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal
Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within
the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be transferred to any
entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.F.R. § 2510.3-101;
or


 


     _____ (2)           The Transferee will provide
an Opinion of Counsel to the Depositor, the Trustee and the Master Servicer which establishes to the satisfaction of the Depositor,
the Trustee and the Master Servicer that the purchase of such Certificates is permissible under applicable law, will not constitute
or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Trustee,
the Master Servicer, or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in this Agreement.


I-1




 


 


     IN WITNESS WHEREOF, the Transferee executed this certificate.


 




	
________________________________


	
[Transferee]


	
By: ____________________________


	
Name: __________________________


	
Title: ___________________________








 


I-2




 




















EXHIBIT J-1A


 


FORM OF TRANSFEROR CERTIFICATE


FOR TRANSFERS OF THE Class B Certificates


 



                                                                                                               
[Date]


 


[TRUSTEE]


Re:           Long Beach Mortgage Loan Trust 2004-1, Asset-Backed
Certificates Series 2004-1 (the "Class B Certificates")


Ladies and Gentlemen:


     This certificate is being delivered in connection with the sale by [___________________] (the
"Transferor") to [_______________] (the "Transferee") of Class B Certificates having an Initial Certificate Principal Balance as of
February 5, 2004 (the "Closing Date") of [$____________] (the "Transferred Certificates").  The Class B Certificates,
including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2004
(the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long Beach Mortgage Company, as master
servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee").  All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.  The Transferor hereby
certifies, represents and warrants to you, as Trustee, and for the benefit of the Trustee, the Depositor, the Trust Fund and the
Transferee, that:


 


     1.      The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Class B Certificates free from any and all claims and encumbrances
whatsoever.


 


     2.      Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge
or other disposition of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from
any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of
general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as
amended (the "Securities Act"), or would render the disposition of any Transferred Certificate a violation of Section 5 of the
Securities Act or any state securities laws, or would require registration or qualification of any Transferred Certificate pursuant
to the Securities Act or any state securities laws.


J-1A-1




 


 


     3.      The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A
("Rule 144A") under the Securities Act (a "Qualified Institutional Buyer") purchasing for its own account or for the account of a
Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any
person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee's
ownership and discretionary investments of securities (check one or more):


 


     ___      (a)  The Transferee's most recent publicly available
financial statements, which statements present the information as of a date within 16 months preceding the date of sale of the
Transferred Certificate in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;
or


 


     ___      (b)  The most recent publicly available information
appearing in documents filed by the Transferee with the Securities and Exchange Commission or another United States federal, state,
or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory
organization, which information is as of a date within 16 months preceding the date of sale of the Transferred Certificate in the
case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or


 


     ___      (c)  The most recent publicly available information
appearing in a recognized securities manual, which information is as of a date within 16 months preceding the date of sale of the
Transferred Certificate in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;
or


 


     ___      (d)  A certification by the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned
and invested on a discretionary basis by the Transferee as of a specific date on or since the close of the Transferee's most recent
fiscal year, or, in the case of a Transferee that is a member of a "family of investment companies", as that term is defined in
Rule 144A, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the
"family of investment companies" as of a specific date on or since the close of the Transferee's most recent fiscal year.


 


     4.      The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity for
purposes of establishing whether such entity is a Qualified Institutional Buyer:


J-1A-2




 


 


     (a)      the following instruments and interests shall be excluded: 
securities of issuers that are affiliated with the Transferee; if the Transferee is a dealer securities that are part of an unsold
allotment to or subscription by the Transferee as a participant in a public offering; securities of issuers that are part of the
Transferee's "family of investment companies", if the Transferee is a registered investment company; bank deposit notes and
certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and
currency, interest rate and commodity swaps;


 


     (b)      the aggregate value of the securities shall be the cost of such
securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities has been published, in which case the securities may be
valued at market;


 


      (c)      securities owned by subsidiaries of the entity that are
consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may
be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity
is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such
subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated
financial statements of another enterprise.


 


     5.      The Transferor or a person acting on its behalf has taken
reasonable steps to ensure that the Transferee is aware that the Transferor is relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A.


 


     6.      The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information requested by the Transferee regarding (a) the Transferred Certificates
and payments thereon, (b) the nature and performance of the Mortgage Loans, (c) the Agreement, and (d) any credit enhancement
mechanism associated with the Transferred Certificates.


 




	
Very truly yours,


	
 


	
____________________________


	
(Transferor)


	
 


	
By: ________________________


	
Name: ______________________


	
Title: _______________________







J-1A-1




 

EXHIBIT J-1B


 


FORM OF TRANSFEREE CERTIFICATE


FOR TRANSFERS OF THE CLASS B CERTIFICATES


 



                                                                                                               
[Date]


 


[TRUSTEE]



            
Re:    Long Beach Mortgage Loan Trust 2004-1, Asset-Backed
Certificates Series 2004-1(the "Class B Certificates")


Ladies and Gentlemen:


 


     [___________________] (the "Transferee") intends to purchase from ___________________
(the "Transferor") Class B Certificates having an Initial Certificate Principal Balance as of February 5, 2004 (the "Closing Date")
of [$____________] (the "Transferred Certificates").  The Class B Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2004 (the "Agreement") among Long Beach Securities
Corp., as depositor (the "Depositor"), Long Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank
National Trust Company, as trustee (the "Trustee").  All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement.  The Transferee hereby certifies, represents and warrants to you, as Trustee, and for
the benefit of the Trustee, the Depositor, the Trust Fund and the Transferor, that:


 


     1.      The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended
(the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2.
The Transferee is aware that the sale to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee
is acquiring the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be
a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A.


 


     2.      The Transferee has been furnished with all
information requested by it regarding (a) the Transferred Certificates and payments thereon, (b) the nature and performance of the
the Mortgage Loans, (c) the Agreement, and (d) any credit enhancement mechanism associated with the Transferred Certificates.


 


     3.      The Transferee represents that any of (a) or (b) is
satisfied, as marked below:


 


     ____     a.  it is neither: (1) an employee benefit
plan, or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation,
insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), nor (2) any Person who is directly or
indirectly purchasing such Transferred Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; or


J-1B-1




 


 


     ____     b.  the Transferee is an insurance company and
(a) the source of funds used to purchase or hold such Transferred Certificate (or interest therein) is an "insurance company
general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (c) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.


 




	
Very truly yours,


	
 


	
____________________________


	
(Transferor)


	
 


	
By: ________________________


	
Name: ______________________


	
Title: _______________________







J-1B-2




 

ANNEX 1 TO EXHIBIT J-1B


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Transferees other than Registered Investment Companies]


 


          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Trustee], as Trustee, with respect to the Class B Certificates being transferred (the "Transferred
Certificates") as described in the Transferee Certificate to which this certification relates and to which this certification is an
Annex:


 


           1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred
Certificates (the "Transferee").


 


          2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because (i) the Transferee owned and/or
invested on a discretionary basis $______________________ in securities (other than the excluded securities referred to below) as
of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.


 


     ___     Corporation, etc. The Transferee is a corporation (other
than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


 


     ___     Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of
sale of the Transferred Certificate in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a
foreign bank or equivalent institution.


 


     ___     Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the
Transferred Certificate in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale
for a foreign savings and loan association or equivalent institution.


J-1B-3




 


 


     ___     Broker-dealer. The Transferee is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


 


     ___     Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.


 


     ___     State or Local Plan. The Transferee is a plan established
and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions,
for the benefit of its employees.


 


     ___     ERISA Plan. The Transferee is an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of 1974.


 


     ___     Investment Advisor. The Transferee is an investment
advisor registered under the Investment Advisers Act of 1940, as amended.


 


     ___     Other. (Please supply a brief description of the entity
and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note
that registered investment companies should complete Annex 2 rather than this Annex 1.)

                    


 


     3.     The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Transferee, (ii) if the Transferee is a dealer, securities that
are part of an unsold allotment to or subscription by the Transferee as a participant in a public offering, (iii) bank deposit
notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities
referred to in this paragraph.


 


     4.     For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the
Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities has been published, in which case the securities were
valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries
of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the
Transferee's direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary
of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


J-1B-4




 


 


     5.     The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.


 


     ___     ___     Will the Transferee be
purchasing the Transferred Certificates

     Yes     No       only for the
Transferee's own account?


 


     6.     If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a
"qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


     7.     The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's
purchase of the Transferred Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In
addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they
become available.


 




	
______________________________________


	
Print Name of Transferee


	
 


	
By: ___________________________________


	
Name: _________________________________


	
Title: __________________________________


	
 


	
Date: __________________________________


	
 







J-1B-5




 


ANNEX 2 TO EXHIBIT J-1B 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Transferees that are Registered Investment Companies]


     The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name
of Trustee], as Trustee, with respect to the Class B Certificates being transferred (the "Transferred Certificates") as described
in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


     1.     As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred
Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act of 1933, as amended ("Rule 144A"), because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the "Adviser").


 


     2.     The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and
(ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment
Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost of those securities has been published, in which
case the securities of such entity were valued at market.


 


     ____     The Transferee owned and/or invested on a discretionary basis
[$__________________] in securities (other than the excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


     ____     The Transferee is part of a Family of Investment Companies which
owned in the aggregate [$_____________] in securities (other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


     3.     The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers
that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a
majority owned subsidiary of the other).


J-1B-6




 


 


     4.     The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were excluded.


 


     5.     The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee will be in reliance on Rule 144A.


 


____     ____     Will the Transferee be purchasing the Transferred
Certificates only for the Transferee's own account?

  Yes       No     


 


     6.     If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a
"qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


     7.     The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the
Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such
purchase.


 


 




	
________________________________________


	
Print Name of Transferee or Adviser


	
 


	
By: _____________________________________


	
Name: ___________________________________


	
Title: ____________________________________


	
 


	
IF AN ADVISER:__________________________


	
 


	
________________________________________


	
Print Name of Transferee








 


Date:


 

J-1B-7




 


 




















EXHIBIT J-2


 


FORM OF INVESTMENT LETTER [NON-RULE 144A]


 


[DATE]


 


Long Beach Securities Corp.

1100 Town & Country Road

Orange, California 92868


 


Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:           Long Beach Mortgage Loan Trust 2004‐1,
Asset-Backed Certificates Series 2004‐1


Ladies and Gentlemen:


 


                In connection with our acquisition of
$______ Initial Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2004‐1
Asset-Backed Certificates, Series 2004‐1 (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement dated as
of February 1, 2004 (the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long Beach Mortgage
Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee"), we
certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have
such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of
investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (e) we are acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (g) below), (f) we have not offered or sold any Certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other
action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the
Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel
satisfactory to the addressees of this certificate that such sale, transfer or other disposition may be made pursuant to an
exemption from the Act, (2) the purchaser or transferee of such Certificate has

 
 


J-2-1




 



executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in the Agreement.


 




	
Very truly yours,


 


	
[NAME OF TRANSFEREE]


	
 


	
By: ___________________________


	
      Authorized Officer








 


J-2-2




 



FORM OF RULE 144A INVESTMENT LETTER


 


[DATE]


 


Long Beach Securities Corp.

1100 Town & Country Road

Orange, California 92868


 


Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705


Re:           Long Beach Mortgage Loan Trust 2004‐1,
Asset-Backed Certificates Series 2004‐1


Ladies and Gentlemen:


 


                In connection with our
acquisition of $______ Initial Certificate Principal Balance of the Class [__] Certificate of Long Beach Mortgage Loan Trust
2004‐1 Asset-Backed Certificates, Series 2004‐1 (the "Certificates"), issued pursuant to a Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long
Beach Mortgage Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee"), we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan, (d) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in
the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any
interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the
Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in
such manner with respect to the Certificates, (e) we are a "qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex
2.  We are aware that the sale to us is being made in reliance on Rule 144A.  We are acquiring the Certificates for our
own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified

 
 


 

J-2-3




 



institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.


 




	
Very truly yours,


 


	
[NAME OF TRANSFEREE]


	
 


	
By: ___________________________


	
       Authorized Officer








 


J-2-4




 



ANNEX 1 TO EXHIBIT J


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees Other Than Registered Investment Companies]


     The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A
Transferee Certificate to which this certification relates with respect to the Certificates described therein:


 


1.     As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice
President or other executive officer of the Buyer.


 


2.     In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $________ (1) in securities (except for the excluded securities referred to below) as of the end
of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer
satisfies the criteria in the category marked below.


 


_____     Corporation, etc.  The Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


 


_____     Bank.  The Buyer (a) is a national bank or banking institution organized under
the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which
is attached hereto.


 


_____     Savings and Loan.  The Buyer (a) is a savings and loan association, building and
loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,

a copy of which is attached hereto.


 


_____     Broker-dealer.  The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.


 


(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a  dealer,
and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.


J-2-5




_____     Insurance Company.  The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which
is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of
Columbia.


 


_____     State or Local Plan.  The Buyer is a plan established and maintained by a State,
its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its
employees.


 


_____     ERISA Plan.  The Buyer is an employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974.


 


_____     Investment Advisor.  The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.


 


_____     Small Business Investment Company.  Buyer is a small business investment company
licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.


 


_____     Business Development Company.  Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisors Act of 1940.


 


     3.     The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to
or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.


 


     4.     For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost
of those securities has been published.  If clause (ii) in the preceding sentence applies, the securities may be valued at
market.  Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s
direction.  However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another
enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


 


     5.     The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.


J-2-6




 


     6.     Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until
such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification as of
the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they become available.


 


 




	
________________________________


	
Print Name of Buyer


	
By:   ____________________________


	
Name: __________________________


	
Title: ___________________________


	
Date:____________________________








 


J-2-7



 

ANNEX 2 TO EXHIBIT J


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees That are Registered Investment Companies]


     The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A
Transferee Certificate to which this certification relates with respect to the Certificates described therein:


 


     1.     As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.


 


     2.     In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment
Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s
most recent fiscal year.  For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family
of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyers Family of Investment
Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current
information with respect to the cost of those securities has been published.  If clause (ii) in the preceding sentence
applies, the securities may be valued at market.


 


_____     The Buyer owned $_________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


_____     The Buyer is part of a Family of Investment Companies which owned in the aggregate
$___________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A).


 


     3.     The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers
that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a
majority owned subsidiary of the other).


 


     4.     The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies,
(ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.


J-2-8




 


     5.     The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A.  In addition, the Buyer
will only purchase for the Buyer’s own account.


 


     6.     Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the
information and conclusions herein.  Until such notice is given, the Buyer’s purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 




	
________________________________________


	
Print Name of Buyer or Adviser


	
 


	
By: _____________________________________


	
Name: ___________________________________


	
Title: ____________________________________


	
 


	
IF AN ADVISER:


	
 


	
_________________________________________


	
                Print Name of Buyer


	
Date:_____________________________________








 


J-2-9



EXHIBIT K


TRANSFER AFFIDAVIT AND AGREEMENT


LONG BEACH MORTGAGE LOAN TRUST 2004‐1,

ASSET-BACKED CERTIFICATES, SERIES 2004‐1


 


	
STATE OF

	
)
	

                                           

	
)ss.
	
COUNTY OF

	
)



     The undersigned, being first duly sworn, deposes and says as follows:


     1.     The undersigned is an officer of ________________________, the
proposed Transferee of an Ownership Interest in the Class [___] Certificate (the "Certificate") issued pursuant to the Pooling
and Servicing Agreement, (the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long Beach Mortgage
Company, as master servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). 
Capitalized terms used, but not defined herein shall have the meanings ascribed to such terms in the Agreement.  The
Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee.


 


     2.     The Transferee is, as of the date hereof and will be, as of the
date of the Transfer, a Permitted Transferee.  The Transferee is acquiring its Ownership Interest in the Certificate either
(i) for its own account or (ii) as nominee, trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit.  The Transferee has no knowledge that any such affidavit is
false.


 


     3.     The Transferee has been advised and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be
imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) of a Person
that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of
liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a
Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false.


 


     4.     The Transferee has been advised and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during the taxable year of the pass-through entity a
Person that is not a Permitted Transferee is the record holder of an interest in such entity.  The Transferee understands that
such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such
affidavit is false.  (For this purpose, a "pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.)


K-1




 


     5.     The Transferee has reviewed the provisions of Section 5.02(d)
of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificate including,
without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory
sales.  The Transferee expressly agrees to be bound by and to abide by the provisions of Section 5.02(d) of the Agreement
and the restrictions noted on the face of the Certificate.  The Transferee understands and agrees that any breach of any of
the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void.


 


     6.     The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and in connection with any Transfer
by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted
Transferee.  In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a
certificate substantially in the form set forth as Exhibit L to the Agreement (a "Transferor Certificate") to the effect that
such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.


 


     7.     The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to the Certificate.


 


     8.     The Transferee’s taxpayer identification number is
_____________.


 


     9.     The Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).


 


     10.     The Transferee is aware that the Certificate may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, if a
significant purpose of the transfer was to impede the assessment or collection of tax.  The Transferee understands that, as
the holder of a noneconomic residual interest, the Transferee may incur tax liabilities in excess of any cash flows generated by
the Certificate.  The Transferee intends to pay taxes associated with holding the Certificate as they become due.


 


     11.     The Transferee is not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, nor is it acting on behalf of such a plan.


K-2




 


     IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf,
pursuant to authority of its Board of Directors, by its Vice President, attested by its Secretary, this ___ day of
[__________].


 




	
[Transferee NAME]


	
 


	
 


	
By:  ______________________________


	
Name: ____________________________


	
Title: _____________________________


	
 








[Corporate Seal]


ATTEST:


_____________________________

Secretary


                Personally appeared
before me the above-named ____________________, known or proved to me to be the same person who executed the foregoing instrument
and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the
free act and deed of the Transferee.


                Subscribed and sworn
before me this ___ day of [__________].



  	

_______________________________________


      
	

NOTARY PUBLIC


      
	

My Commission expires the __ day of ____, 20__.


      







K-3






EXHIBIT L


FORM OF TRANSFEROR CERTIFICATE


[DATE]


 


Long Beach Securities Corp.

1100 Town & Country Road

Orange, California 92868


Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California  92705


Re:           Long Beach Mortgage Loan Trust 2004‐1,
Asset-Backed Certificates Series 2004‐1


Ladies and Gentlemen:


 


                In connection with our disposition of
the Class [__] Certificates (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement dated as of February 1,
2004 (the "Agreement") among Long Beach Securities Corp., as depositor (the "Depositor"), Long Beach Mortgage Company, as master
servicer (the "Master Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee") we certify that (a) we
understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being
disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of
Section 5 of the Act, (c) to the extent we are disposing of the Class [__] Certificate, we have no knowledge that the Transferee is
not a Permitted Transferee and (d) no purpose of the proposed disposition of the Class [__] Certificate is to impede the assessment
or collection of tax.


 




	
Very truly yours,


	
 


	
TRANSFEROR


 


	
By: _____________________________


	
Name: ___________________________


	
Title: ____________________________


	
 







L-1




 



SCHEDULE I


PREPAYMENT CHARGE SCHEDULE


AVAILABLE UPON REQUEST


 





 


 

SCHEDULE II


CAP PREMIUM SCHEDULE


NOT APPLICABLE


 





 



SCHEDULE III


[RESERVED]





 



SCHEDULE IV


PMI MORTGAGE LOAN SCHEDULE


NOT APPLICABLE