(Multicurrency—Cross
      Border)

     

     

    ISDAÒ

    International
      Swap Dealers Association, Inc.

     

    MASTER
      AGREEMENT

     

    dated
      as
      of March 7, 2006

     

    
      	
              Bank
                of America, N.A.

              (“Party
                A”)

            	
              and

               

            	
              Long
                Beach Mortgage Loan Trust 2006-2

              (“Party
                B”)

            


    

     

    have
      entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be
      governed by this Master Agreement, which includes the schedule (the “Schedule”),
      and the documents and
      other
      confirming evidence (each a “Confirmation”) exchanged between the parties
      confirming those Transactions.

     

    Accordingly,
      the parties agree as follows:—

     

    1.  Interpretation

     

    (a)  Definitions.
      The
      terms defined in Section 14 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement.

     

    (b)  Inconsistency.
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purpose of the relevant Transaction.

     

    (c)  Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as this
      “Agreement”), and the parties would not otherwise enter into any
      Transactions.

     

    2.  Obligations

     

    (a)  General
      Conditions.

     

    (i)  Each
      party will make each payment or delivery specified in each Confirmation to
      be
      made by it, subject to the other provisions
      of this
      Agreement.

     

    (ii)  Payments
      under this Agreement will be made on the due date for value on that date in
      the
      place of
      the
      account specified in the relevant Confirmation or otherwise pursuant to this
      Agreement, in freely transferable funds and in the manner customary for payments
      in the required currency. Where
      settlement is by delivery (that is, other than by payment), such delivery will
      be made for
      receipt
      on the due date in the manner customary for the relevant obligation unless
      otherwise specified in the relevant Confirmation or elsewhere in this
      Agreement.

     

    (iii)  Each
      obligation of each party under Section 2(a)(i) is subject to (1) the condition
      precedent that
      no
      Event of Default or Potential Event of Default with respect to the other party
      has occurred and
      is
      continuing, (2) the condition precedent that no Early Termination Date in
      respect of the relevant Transaction has occurred or been effectively designated
      and (3) each other applicable condition precedent specified in this
      Agreement.

     

     

    Copyright
      © 1992 by International Swap Dealers Association, Inc.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    value
      of
      that which was (or would have been) required to be delivered as of the
      originally scheduled date for
      delivery, in each case together with (to the extent permitted under applicable
      law) interest, in the currency, of
      such
      amounts, from (and including) the date such amounts or obligations were or
      would
      have been required to
      have
      been paid or performed to (but excluding) such Early Termination Date, at the
      Applicable Rate. Such amounts
      of interest will be calculated on the basis of daily compounding and the actual
      number of days elapsed.
      The fair market value of any obligation referred to in clause (b) above shall
      be
      reasonably determined
      by the party obliged to make the determination under Section 6(e) or, if each
      party is so obliged, it
      shall
      be the average of the Termination Currency Equivalents of the fair market values
      reasonably determined
      by both parties.

     

    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with
      effect from the date specified on the first page of this document.

     

    
      	Bank
              of America, N.A. 	 	Long
              Beach
              Mortgage Loan Trust 2006-2 
	 	 	 	 
	 	 	By
              Deutsche Bank National Trust Company, not
              in its individual capacity but solely as
              Trustee on behalf of the Trust
	 	 	 	 
	By:	 	 	By:	 
	 	
              

            	 	 	
              

            
	 	Name:
Title:
Date:	 	 	Name:
Title:
Date:


    

    
      	 	 	 	 	 
	 	 	 	By:	 
	 	
            	 	 	
              

            
	 	 	 	 	Name:
Title:
Date:


    

     

    Rate
      Swap Schedule

    


    


    


    


    


    SCHEDULE
      

    to
      the

    Master
      Agreement

    


    


    dated
      as
      of March 7, 2006

    


    between

    


    


    


    


    
      	
              BANK
                OF AMERICA, N.A.

            	
               

               

              and

            	
              LONG
                BEACH MORTGAGE LOAN TRUST 2006-2

               

            
	
              _______________________________________

              ("Party
                A")

            	 	
              _________________________________________

              ("Party
                B")

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Part
      1

     

    Termination
      Provisions.

     

    
      	(a)   
              	
              "Specified
                Entity"
                means in relation to Party A for the purpose
                of:

            


    

     

    Section
      5(a)(v), Not
      applicable

    Section
      5(a)(vi), Not
      applicable

    Section
      5(a)(vii), Not
      applicable

    Section
      5(b)(iv), Not
      applicable

     

    and
      in
      relation to Party B for the purpose of:

     

    Section
      5(a)(v), Not
      applicable

    Section
      5(a)(vi), Not
      applicable

    Section
      5(a)(vii), Not
      applicable

    Section
      5(b)(iv), Not
      applicable

     

    
      	(b)   	
              "Specified
                Transaction"
                will have the meaning specified in Section 14 of this
                Agreement.

            


    

     

    
      	(c)   
              	
              Certain
                Events of Default.
                The following Events of Default will apply to the parties as specified
                below, and the definition of "Event of Default" in Section 14 is
                deemed to
                be modified accordingly:

            


    

     

    Section
      5(a)(i) (Failure
      to Pay or Deliver)
      will
      apply to Party A and Party B.

    Section
      5(a)(ii) (Breach
      of Agreement)
      will
      not apply to Party A or Party B.

    Section
      5(a)(iii) (Credit
      Support Default)
      will
      not apply to Party A or Party B. 

    Section
      5(a)(iv) (Misrepresentation)
      will
      not apply to Party A or Party B. 

    Section
      5(a)(v) (Default
      under Specified Transaction)
      will
      not apply to Party A or Party B.

    Section
      5(a)(vi) (Cross
      Default)
      will
      not apply to Party A or Party B.

    Section
      5(a)(vii) (Bankruptcy)
      will
      apply to Party A and Party B; provided that clause (2) thereof shall not apply
      to Party B.

    Section
      5(a)(viii) (Merger
      without Assumption)
      will
      apply to Party A and will not apply to Party B.

     

    
      	(d)   	
              Termination
                Events.
                The following Termination Events will apply to the parties as specified
                below:

            


    

     

    Section
      5(b)(i) (Illegality)
      will
      apply to Party A and Party B.

    Section
      5(b)(ii) (Tax
      Event)
      will
      apply to Party A and Party B.

    Section
      5(b)(iii) (Tax
      Event upon Merger)
      will
      apply to Party A and will not apply to Party B.

    Section
      5(b)(iv) (Credit
      Event upon Merger)
      will
      not apply to Party A or Party B.

    


    
      	(e)   	
              The
                "Automatic
                Early Termination"
                provision of Section 6(a) of this Agreement will not apply to Party
                A or
                Party B.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    
      	
              (f)   

            	
              Payments
                on Early Termination.
                For the purpose of Section 6(e) of this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              Loss
                will apply.

            


    

     

    
      	 	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	(g)   
              	
              "Termination
                Currency"
                means United States Dollars.

            


    

     

    
      	(h)   
              	
              Additional
                Termination Events.
                The following Additional Termination Events will apply, in each case
                with
                respect to Party B as the sole Affected Party (unless otherwise provided
                below): 

            


    

     

    
      	
            	(i)	
              Party
                A fails to comply with the Downgrade Provisions as set forth in Part
                5(b).
                For all purposes of this Agreement, Party A shall be the sole Affected
                Party with respect to the occurrence of a Termination Event described
                in
                this Part 1(h)(i).

            


    

     

    
      	 	
              (ii)

            	
              The
                Pooling and Servicing Agreement dated
                as of March 1, 2006 among Long Beach Securities Corp. as Depositor,
                Long
                Beach Mortgage Company as Master Servicer and Deutsche Bank National
                Trust
                Company as Trustee for the Trust (the "Trustee")
                as
                amended and supplemented from time to time (the
                "PSA")
                or
                other transaction document is amended or modified without the prior
                written consent of Party A, where such consent is required under
                the terms
                of the PSA or if such amendment and/or modification would materially
                and
                adversely affect any of Party A’s rights or obligations under this
                Agreement.

            


    

     

    
      	 	
              (iii)

            	
              The
                Trust is terminated pursuant to
                PSA.

            


    

     

    
      	 	
              (iv)

            	
              The
                deposit of the Termination Price by the Terminator with the Trust
                pursuant
                to Section 9.01
                of
                the PSA on a date that is no later than the Determination Date in
                the
                month immediately preceding the Distribution Date in which the
                Certificates will be retired; provided that the Early Termination
                Date may
                not occur until a date that is no earlier than the Business Day after
                the
                Distribution Date falling in the month immediately preceding the
                Distribution Date on which the Certificates will
                be retired
                pursuant to Section 9.01 of the
                PSA.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    Part
      2

     

    Tax
      Representations.

     

    
      	(a)	
              Payer
                Representations.
                For the purpose of Section 3(e) of this Agreement, Party A will make
                the
                following representation and Party B will make the following
                representation:

            


    

     

    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement. In making this representation,
      it
      may rely on (i) the accuracy of any representations made by the other party
      pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
      agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
      accuracy and effectiveness of any document provided by the other party pursuant
      to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction
      of
      the agreement of the other party contained in Section 4(d) of this Agreement,
      provided that it shall not be a breach of this representation where reliance
      is
      placed on clause (ii) and the other party does not deliver a form or document
      under Section 4(a)(iii) of this Agreement by reason of material prejudice to
      its
      legal or commercial position.

     

    
      	(b)	
              Payee
                Representations.
                For the purpose of Section 3(f) of this Agreement, Party A and Party
                B
                make the representations specified below, if
                any:

            


    

     

    
      	(i)  	
              Party
                A makes the following representation to Party B: Party A is a national
                banking association organized under the laws of the United
                States.

            


    

    


    
      	(ii)  	
              Party
                B makes
                no representations for the purpose of Section 3(f) of this
                Agreement.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    Part
      3

     

    Agreement
      to Deliver Documents.

     

    For
      the
      purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to
      deliver the following documents, as applicable:

     

    
      	(a)	
              Tax
                forms, documents or certificates to be delivered are:— Party B: An
                executed U.S. Internal Revenue Service Form W-9 (or any successor
                thereto).

            


    

     

    
      	(b)	
              Other
                documents to be delivered are:— 

            


    

     

    
      	 	 	 	 
	
              Party
                required to deliver document

            	
              Form/Document/Certificate

            	
              Date
                by which to be delivered

            	
              Covered
                by Section 3(d)
                Representation

            
	
              Party
                A 

               

            	
              Certified
                copy of the board of directors resolution (or equivalent authorizing
                documentation) which sets forth the authority of each signatory to
                this
                Agreement and each Credit Support Document (if any) signing on its
                behalf
                and the authority of such party to enter into Transactions contemplated
                and performance of its obligations hereunder.

               

            	
              Concurrently
                with the execution and delivery of this Agreement.

               

            	
              Yes

               

            
	
              Party
                A and Party B

               

            	
              Incumbency
                certificate (or, if available the current authorized signature book
                or
                equivalent authorizing documentation) specifying the names, titles,
                authority and specimen signatures of the persons authorized to execute
                this Agreement which sets forth the specimen signatures of each signatory
                to this Agreement, each Confirmation and each Credit Support Document
                (if
                any) signing on its behalf.

               

            	
              Concurrently
                with the execution and delivery of this Agreement unless previously
                delivered and still in full force and effect.

               

            	
              Yes

               

            
	
              Party
                A and B

               

            	
              An
                opinion of counsel to such party reasonably satisfactory in form
                and
                substance to the other party.

               

            	
              Concurrently
                with the execution and delivery of the Confirmation unless previously
                delivered and still in full force and effect.

               

            	
              No

               

            
	
              Party
                B

               

            	
              An
                executed copy of the PSA.

               

            	
              Within
                30 days after the date of this Agreement.

               

            	
              Yes

               

            
	
              Party
                B

               

            	
              Copy
                of each report/notice delivered under the PSA.

               

            	
              Upon
                availability.

               

            	
              Yes

               

            


    

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    Part
      4.

     

    Miscellaneous.

     

    
      	(a)	
              Addresses
                for Notices.
                For the purposes of Section 12(a) of this Agreement:
                

            


    

     

    Party
      A:

     

    Bank
      of
      America, N.A.

    Sears
      Tower

    233
      South
      Wacker Drive, Suite 2800

    Chicago,
      IL 60606

    Attention:
      Swap Operations

    Telephone
      No.: 312-234-2732

    Facsimile
      No.: 312-234-3603

    


    with
      a
      copy to:

    


    Bank
      of
      America, N.A.

    100
      N.
      Tryon St. NC1-007-13-01

    Charlotte,
      North Carolina 28255

    Attention:
      Capital Markets Documentation

    Facsimile
      No.: 704-386-4113

    


    (For
      all
      purposes)

    


    Party
      B:          Long
      Beach Mortgage Loan Trust 2006-2

    


    c/o:    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place, 

    Santa
      Ana, 

    California
      92705-4934

    Attention:
      Long Beach Mortgage Loan Trust 2006-2

     

    
      	(b)	
              Process
                Agent. For
                the purposes of Section 13(c) of this
                Agreement:

            


    

     

    Party
      A
      appoints as its Process Agent: Not applicable.

     

    Party
      B
      appoints as its Process Agent: Not applicable.

     

    
      	(c)	
              Offices.
                With respect to Party A, the provisions of Section 10(a) will apply
                to
                this Agreement.

            


    

     

    
      	(d)	
              Multibranch
                Party.
                For the purpose of Section 10(c) of this
                Agreement:

            


    

     

    Party
      A
      is a Multibranch Party and may act through its Charlotte, North Carolina,
      Chicago, Illinois, San Francisco, California, New York, New York, Boston,
      Massachusetts or London, England Office, or such other Office as may be agreed
      to by the parties in connection with a Transaction.

    


    Party
      B
      is not a Multibranch Party.

     

    
      	(e)	
              Calculation
                Agent.
                The Calculation Agent is Party A.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    
      	(f)	
              Credit
                Support Document.
                Credit Support Document means 

            


    

     

    With
      respect to Party A: Not applicable.

     

    With
      respect to Party B: The PSA.

     

    
      	(g)	
              Credit
                Support Provider.

            


    

     

    Credit
      Support Provider means in relation to Party A: Not applicable.

     

    Credit
      Support Provider means in relation to Party B: Not applicable.

     

    
      	(h)	
              Governing
                Law.
                This Agreement 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 Obligation Law Sections 5-1401 and
                5-1402).

            


    

     

    
      	(i)	
              Netting
                of Payments.
                Subparagraph (ii) of Section 2(c) of this Agreement will apply to
                all
                Transactions.

            


    

     

    
      	(j)	
              "Affiliate."
                Each of Party A and Party B shall be deemed to have no
                Affiliates.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    Part
      5.

     

    Other
      Provisions.

     

    
      	(a)	
              Definitions. 

            


    

     

    Any
      capitalized terms used but not otherwise defined in this Agreement shall have
      the meanings assigned to them (or incorporated by reference) in the PSA. In
      the
      event of any inconsistency between the terms of this Agreement and the terms
      of
      the PSA, this Agreement will govern.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	(b)	
              Downgrade
                Provisions. 

            


    

    


    (1) It
      shall be a collateralization event (a "Collateralization
      Event")
      if (A) (i) the unsecured, unguaranteed and otherwise unsupported long-term
      senior debt obligations of Party A are rated below "A1" by Moody's
      Investors Service, Inc. ("Moody's")
      or are rated "A1" by Moody's and such rating is on watch for possible downgrade
      (but only for so long as it is on watch for possible downgrade) and
      (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt
      obligations of Party A are rated below "P-1" by Moody's or are rated "P-1"
      by Moody's and such rating is on watch for possible downgrade (but only for
      so
      long as it is on watch for possible downgrade), (B) no short-term rating is
      available from Moody's and the unsecured, unguaranteed and otherwise unsupported
      long-term senior debt obligations of Party A are rated below "Aa3" by
      Moody's or are rated "Aa3" by Moody's and such rating is on watch for possible
      downgrade (but only for so long as it is on watch for possible downgrade),
      (C)
      either (i) the unsecured, unguaranteed and otherwise unsupported short-term
      debt
      obligations of Party A are rated below "A-1" by Standard & Poor's
      Rating Services, a division of The McGraw-Hill Companies, Inc.
      ("S&P")
      or (ii) if Party A does not have a short-term rating from S&P, the
      unsecured, unguaranteed and otherwise unsupported long-term senior debt
      obligations of Party A are rated below "A+" by S&P or (D)
either
      (i) the unsecured, unguaranteed and otherwise unsupported long-term senior
      debt
      obligations of Party A are rated at least “BBB+” by Fitch, Inc. (“Fitch”) or
      (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt
      obligations of Party A are rated at least “F-2” by Fitch.
      For the avoidance of doubt, the parties hereby acknowledge and agree that
      notwithstanding the occurrence of a Collateralization Event, this Agreement
      and
      each Transaction hereunder shall continue to qualify as a Swap Agreement for
      purposes of the distribution priorities in Article IV of the PSA. Within 30
      days
      from the date a Collateralization Event has occurred and so long as such
      Collateralization Event is continuing, Party A shall, at its own expense,
      and subject to satisfaction of the Rating Agency Condition either (i) post
      collateral according to the terms of the 1994 ISDA Credit Support Annex to
      this
      Schedule , including Paragraph 13, thereof (the "Credit
      Support Annex"),
      (ii) furnish a guarantee of Party A's obligations under this Agreement from
      a
      guarantor with a long-term credit rating greater than or equal to "A+" by
      S&P and "Aa3" by Moody's, or (iii) obtain a substitute counterparty that (a)
      is reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty
      Ratings Requirement (as defined herein) and (c) assumes the obligations of
      Party A under this Agreement (through an assignment and assumption
      agreement in form and substance reasonably satisfactory to Party B) or
      replaces the outstanding Transactions hereunder with transactions on identical
      terms, except that Party A shall be replaced as counterparty, provided that
      such substitute counterparty, as of the date of such assumption or replacement,
      must not, as a result thereof, be required to withhold or deduct on account
      of
      tax under the Agreement or the new transactions, as applicable, and such
      assumption or replacement must not lead to a termination event or event of
      default occurring in respect of the new transactions, as applicable. To the
      extent that Party A elects or is required to post collateral pursuant to this
      Part 5(b)(1), Party A shall request its legal counsel to deliver to each
      applicable Rating Agency within thirty (30) calendar days of the occurrence
      of
      such Collateralization Event an opinion as to the enforceability of the Credit
      Support Annex. 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    (2) It
      shall be a ratings event (a "Ratings
      Event")
      if at any time after the date hereof Party A shall fail to satisfy the
      Hedge Counterparty Ratings Threshold. "Hedge
      Counterparty Ratings Threshold"
      shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term
      senior debt obligations of Party A are rated at least "BBB-" by S&P,
      (B) the unsecured, unguaranteed and otherwise unsupported long-term senior
      debt
      obligations of Party A are rated at least "A3" by Moody's (and such rating
      is not on watch for possible downgrade) and the unsecured, unguaranteed and
      otherwise unsupported short-term debt obligations of Party A are rated at
      least "P-2" by Moody's
      (and such rating is not on watch for possible downgrade),
      and (C)
      either (i) the unsecured, unguaranteed and otherwise unsupported long-term
      senior debt obligations of Party A are rated at least "BBB+" by Fitch, Inc.
      ("Fitch")
      or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt
      obligations of Party B are rated at least "F2" by Fitch. For the avoidance
      of all doubts, the parties hereby acknowledge and agree that notwithstanding
      the
      occurrence of a Ratings Event, this Agreement and each Transaction hereunder
      shall continue to qualify as a Swap Agreement for purposes of the distribution
      priorities in Section 4.01 of the PSA. 

     

    (3) Following
      a Ratings Event, Party A shall take the following
      actions:

     

    Within
      30 days (or, in the case of a failure to meet the requirements of subparagraph
      (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 10
      business days) of the Ratings Event, Party A, at its sole expense, shall
      (i) obtain a substitute counterparty that (A) satisfies the Rating Agency
      Condition, (B) satisfies the Hedge Counterparty Ratings Requirement and (C)
      assumes the obligations of Party A under this Agreement (through an
      assignment and assumption agreement in form and substance reasonably
      satisfactory to Party B) or replaces the outstanding Transactions hereunder
      with transactions on identical terms, except that Party A shall be replaced
      as counterparty, provided that such substitute counterparty, as of the date
      of
      such assumption or replacement, must not, as a result thereof, be required
      to
      withhold or deduct on account of tax under the Agreement or the new
      transactions, as applicable, and such assumption or replacement must not lead
      to
      a termination event or event of default occurring in respect of the new
      transactions, as applicable, and (ii) on or prior to the expiration of such
      period, post collateral according to the terms of the Credit Support Annex.
      Notwithstanding anything contained herein to the contrary, if Party A is
      required to transfer its rights and obligations under this Agreement pursuant
      to
      this Part 5(b)(3) as a result of a rating issued by S&P, Party A shall, at
      all times prior to such transfer, be required to post collateral in accordance
      with (i) the terms of the Credit Support Annex or (ii) an agreement with Party
      B
      providing for the posting of collateral, which agreement shall satisfy the
      Rating Agency Condition specified in Part 5(n) below and require Party A to
      post
      the required collateral.

     

    "Hedge
      Counterparty Ratings Requirement"
      shall
      mean (a) either (i) the unsecured, unguaranteed and otherwise unsupported
      short-term debt obligations of the substitute counterparty are rated at least
      "A-1" by S&P or (ii) if the substitute counterparty does not have a
      short-term rating from S&P, the unsecured, unguaranteed and otherwise
      unsupported long-term senior debt obligations of the substitute counterparty
      are
      rated at least "A+" by S&P, (b) either (i) the unsecured, unguaranteed and
      otherwise unsupported long-term senior debt obligations of such substitute
      counterparty are rated at least "A1" by Moody's (and if rated "A1" by Moody's,
      such rating is not on watch for possible downgrade) and the unsecured,
      unguaranteed and otherwise unsupported short-term debt obligations of such
      substitute counterparty are rated at least "P-1" by Moody's (and if rated "P-1"
      by Moody's, such rating is not on watch for possible downgrade and remaining
      on
      watch for possible downgrade), or (ii) if such substitute counterparty does
      not
      have a short-term debt rating from Moody's, the unsecured, unguaranteed and
      otherwise unsupported long-term senior debt obligations of such substitute
      counterparty are rated at least "Aa3" by Moody's (and if rated "Aa3" by Moody's,
      such rating is not on watch for possible downgrade), and (c) either (i) the
      unsecured, unguaranteed and otherwise unsupported long-term senior debt
      obligations of such substitute counterparty are rated at least "A" by Fitch
      or
      (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt
      obligations of such substitute counterparty are rated at least "F1" by Fitch.
      For the purpose of this definition, no direct or indirect recourse against
      one
      or more shareholders of the substitute counterparty (or against any Person
      in
      control of, or controlled by, or under common control with, any such
      shareholder) shall be deemed to constitute a guarantee, security or support
      of
      the obligations of the substitute counterparty.

    


    
      	(c)	
              Section
                3(a) of this Agreement is hereby amended to include the following
                additional representations after paragraph
                3(a)(v):

            


    

     

    
      	
            	(vi)	
              Eligible
                Contract Participant.
                It
                is an "eligible contract participant" as defined in section 1a(12)
                of the
                U.S. Commodity Exchange Act.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    
      	
            	(vii)	
              Individual
                Negotiation.
                This Agreement and each Transaction hereunder is subject to individual
                negotiation by the parties.

            


    

     

    
      	
            	(viii)	
              Relationship
                between Party A and Party B.
                Subject as provided in Part 5(g), each of Party A and Party B will
                be
                deemed to represent to the other on the date on which it enters into
                a
                Transaction or an amendment thereof that (absent a written agreement
                between Party A and Party B that expressly imposes affirmative obligations
                to the contrary for that
                Transaction):

            


    

     

    
      	
            	(1)	
              Principal.
                It
                is acting as principal and not as agent when entering into this Agreement
                and each Transaction. 

            


    

     

    
      	
            	(2)	
              Non-Reliance.
                It
                is acting for its own account and it has made its own independent
                decisions to enter into that Transaction and as to whether that
                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 that Transaction;
                it being understood that information and explanations related to
                the terms
                and conditions of a Transaction shall not be considered investment
                advice
                or a recommendation to enter into that Transaction. No communication
                (written or oral) received from the other party shall be deemed to
                be an
                assurance or guarantee as to the expected results of that
                Transaction.

            


    

     

    
      	
            	(3)	
              Evaluation
                and Understanding. 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 Agreement and each Transaction hereunder.
                It
                is also capable of assuming, and assumes, all financial and other
                risks of
                this Agreement and each Transaction hereunder.


            


    

     

    
      	
            	(4)	
              Status
                of Parties. The
                other party is not acting as a fiduciary or an advisor for it in
                respect
                of that Transaction. 

            


    

     

    
      	(d)	
              Section
                1(c). For
                purposes of Section 1(c) of the Agreement, the Transaction with Party
                A
                Reference No.: 13639381 shall be the sole Transaction under the Agreement.
                

            


    

     

    
      	(e)	
              Transfer.
                Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    Except
      as
      stated under Section 6(b)(ii), neither Party A nor Party B is permitted to
      assign, novate or transfer (whether by way of security or otherwise) as a whole
      or in part any of its rights,
      obligations or interests under this Agreement or any Transaction without the
      prior written consent of the other party; provided, however, that (i) Party
      A
      may make such a transfer of this Agreement pursuant to a consolidation or
      amalgamation with, or merger with or into, or transfer of substantially all
      of
      its assets to, another entity, or an incorporation, reincorporation or
      reconstitution, and (ii) Party A may transfer this Agreement to any Person
      that
      is an office, branch or affiliate of Party A (any such Person, office, branch
      or
      affiliate, a "Transferee")
      on at
      least five Business Days' prior written notice to Party B; provided that, with
      respect to clause (ii), (A) as of the date of such transfer the Transferee
      will
      not be required to withhold or deduct on account of a Tax from any payments
      under this Agreement unless the Transferee will be required to make payments
      of
      additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect
      of such Tax; (B) a Termination Event or Event of Default does not occur under
      this Agreement as a result of such transfer; (C) such notice is accompanied
      by a
      written instrument pursuant to which the Transferee acquires and assumes the
      rights and obligations of Party A so transferred; and (D) Party A will be
      responsible for any costs or expenses incurred in connection with such transfer.
      Party B will execute such documentation as is reasonably deemed necessary by
      Party A for the effectuation of any such transfer. Notwithstanding the
      foregoing, no such transfer shall be made unless the transferring party obtains
      a written acknowledgment from each of the Rating Agencies that, notwithstanding
      such transfer, the then-current ratings of the Class
      A
      Certificates, the Mezzanine Certificates and the Class B Certificates
      will not be reduced or withdrawn.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    Except
      as
      specified otherwise in the documentation evidencing a transfer, a transfer
      of
      all the obligations of Party A made in compliance with this Section 7 will
      constitute an acceptance and assumption of such obligations (and any related
      interests so transferred) by the Transferee, a novation of the transferee in
      place of Party A with respect to such obligations (and any related interests
      so
      transferred), and a release and discharge by Party B of Party A from, and an
      agreement by Party B not to make any claim for payment, liability, or otherwise
      against Party A with respect to, such obligations from and after the effective
      date of the transfer.

     

    
      	(f)	
              Trustee
                Capacity. It
                is expressly understood and agreed by the parties hereto that (i)
                this
                Agreement is executed and delivered by the Trustee not individually
                or
                personally but solely as trustee of the Trust, in the exercise of
                the
                powers and authority conferred and vested in it under the PSA, (ii)
                each
                of the representations, undertakings and agreements herein made on
                the
                part of the Trust is made and intended not as personal representations,
                undertakings and agreements by the Trustee but is made and intended
                for
                the purpose of binding only the Trust, (iii) nothing herein contained
                shall be construed as creating any liability on the part of the Trustee,
                individually or personally, to perform any covenant either expressed
                or
                implied contained herein, all such liability, if any, being expressly
                waived by the parties hereto and by any Person claiming by, through
                or
                under the parties hereto and (iv) under no circumstances shall the
                Trustee
                be personally liable for the payment of any indebtedness or expenses
                of
                the Trust or be liable for the breach or failure of any obligation,
                representation, warranty or covenant made or undertaken by the Trust
                under
                this Agreement or any other related documents as to all of which
                recourse
                shall be had solely to the assets of the Trust in accordance with
                the
                terms of the PSA.

            


    

     

    
      	(g)	
              Additional
                Representations.

            


    

     

    Party
      B
      represents that:

     

    
      	 	
              (i)

            	
              Status.
                The Trustee is trustee of the Trust whose appointment is valid and
                effective both under the laws of the State of New York and under
                the PSA,
                and the Trustee has the power to own assets in its capacity as trustee
                of
                the Trust.

            


    

     

    
      	 	
              (ii)

            	
              Powers.
                In its capacity as trustee of the Trust, the Trustee has power under
                the
                PSA to execute this Agreement and any other documentation relating
                to this
                Agreement that the Trustee is executing and delivering on behalf
                of the
                Trust, to deliver this Agreement and any other documentation relating
                to
                this Agreement that it is required to execute and deliver and to
                perform
                the obligations (on behalf of the Trust) under this Agreement and
                any
                obligations (on behalf of the Trust) under any Credit Support Document
                to
                which the Trust is party and has taken all necessary action to authorize
                such execution, delivery and
                performance;

            


    

     

    
      	 	
              (iii)

            	
              No
                violation or conflict. Such execution, delivery and performance do
                not
                violate or conflict with any law applicable to the Trustee or the
                Trust,
                any provision of the PSA, any order or judgment of any court or other
                agency of government applicable to the Trustee, the Trust or any
                assets of
                the Trust, or any contractual restriction binding on or affecting
                the
                Trustee, the Trust or any assets of the
                Trust;

            


    

     

    
      	 	
              (iv)

            	
              Consents.
                All governmental and other consents that are required have been obtained
                by the Trust with respect to this Agreement or any Credit Support
                Document
                to which the Trust is party have been obtained and are in full force
                and
                effect and all conditions of such consents have been complied with;
                and
                

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (v)

            	
              Obligations
                binding. The obligation of the Trust under this Agreement and any
                Credit
                Support Document to which the Trust is party constitute legal, valid
                and
                binding obligations of the Trust, enforceable against the Trust in
                accordance with their respective terms (subject to applicable bankruptcy,
                reorganization, insolvency, moratorium or similar laws affecting
                creditors' rights generally and subject, as to enforceability, to
                equitable principles of general application (regardless of whether
                enforcement is sought in a proceeding in equity or law)) and no
                circumstances are known to the Trust or the Trustee which would or
                might
                prevent the Trustee from having recourse to the assets of the Trust
                for
                the purposes of meeting such
                obligations.

            


    

     

    
      	 	
              (vi)

            	
              Party
                B represents to Party A that the PSA does not allow for liquidation
                of the
                assets of the Trust Fund (in whole or in part), except in connection
                with
                the termination of the Trust pursuant to Article IX of the PSA (which
                cannot occur until after the deposit of the Termination Price by
                the
                Terminator with the Trust pursuant to Section 9.01 of the PSA) and
                the
                ordinary-course liquidation of individual Mortgage Loans from time
                to time
                as provided in the PSA.

            


    

     

    
      	(h)	
              Proceedings.
                Without impairing any right afforded to it under the PSA as a third
                party
                beneficiary, Party A shall not institute against or cause any other
                person
                to institute against, or join any other person in instituting against
                the
                Trust, 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, or
                if longer the applicable preference period then in effect,
                following indefeasible payment in full of the Certificates.
                Nothing shall preclude, or be deemed to stop, Party A (i) from taking
                any
                action prior to the expiration of the aforementioned one year and
                one day
                period, or if longer the applicable preference period then in effect,
                in
                (A) any case or proceeding voluntarily filed or commenced by Party
                B or
                (B) any involuntary insolvency proceeding filed or commenced by a
                Person
                other than Party A, or (ii) from commencing against Party B or any
                of the
                Mortgage Loans any legal action which is not a bankruptcy, reorganization,
                arrangement, insolvency, moratorium, liquidation or similar proceeding.
                

            


    

     

    
      	(i)	
              Change
                of Account.
                Section 2(b) of this Agreement is hereby amended by the addition
                of the
                following after the word "delivery" in the first line
                thereof:-

            


    

     

    "to
      another account in the same legal and tax jurisdiction as the original
      account"

    


    
      	(j)	
              Pooling
                and Servicing Agreement.
                Party
                B will provide at least ten days' prior written notice to Party A
                of any
                proposed amendment or modification to the PSA and Party B will
                obtain the prior written consent of Party A to any such amendment
                or
                modification, where such consent is required under the terms of the
                PSA
                or
                if such amendment and/or modification would materially and adversely
                affect any of Party A’s rights or obligations under this
                Agreement.

            


    

     

    
      	(k)	
              Set-off.
                Notwithstanding
                any provision of this Agreement or any other existing or future
                agreements, each of Party A and Party B irrevocably waives as to
                itself
                any and all contractual rights it may have to set off, net, recoup
                or
                otherwise withhold or suspend or condition its payment or performance
                of
                any obligation to the other party under this Agreement against any
                obligation of one party hereto to the other party hereto arising
                outside
                of this Agreement. The provisions for set-off set forth in Section
                6(e) of
                this Agreement shall not apply for purposes of this
                Transaction.

            


    

     

    
      	(l)	
              Notice
                of Certain Events or Circumstances.
                Each party agrees, upon learning of the occurrence or existence of
                any
                event or condition that constitutes (or that with the giving of notice
                or
                passage of time or both would constitute) an Event of Default or
                Termination Event with respect to such party, promptly to give the
                other
                party notice of such event or condition (or, in lieu of giving notice
                of
                such event or condition in the case of an event or condition that
                with the
                giving of notice or passage of time or both would constitute an Event
                of
                Default or Termination Event with respect to the party, to cause
                such
                event or condition to cease to exist before becoming an Event of
                Default
                or Termination Event); provided that failure to provide notice of
                such
                event or condition pursuant to this Part 5(l) shall not constitute
                an
                Event of Default or a Termination
                Event.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

    
      	(m)	
              Regarding
                Party A.
                Party
                B acknowledges and agrees that Party A has had and will have no
                involvement in and, accordingly Party A accepts no responsibility
                for: (i)
                the establishment, structure, or choice of assets of Party B; (ii)
                the
                selection of any person
                performing services for or acting on behalf of Party B; (iii) the
                selection of Party A as the Counterparty;
                (iv) the terms of the Certificates; (v) the preparation of or passing
                on
                the disclosure and other information contained in any offering circular
                for the Certificates, the PSA, or any other agreements or documents
                used
                by Party B or any other party in connection with the marketing and
                sale of
                the Certificates (other than information provided by Party A for
                purposes
                of the disclosure document relating to the Class A Certificates,
                the
                Mezzanine Certificates and the Class B Certificates); (vi) the ongoing
                operations and administration of Party B, including the furnishing
                of any
                information to Party B which is not specifically required under this
                Agreement; or (vii) any other aspect of Party B's
                existence.

            


    

     

    
      	(n)	
              Amendments
                and Rating Agency Condition.
                Without prejudice to Section 9 of this Agreement, this Agreement
                will not
                be amended unless the Rating Agency Condition is satisfied with respect
                to
                such amendment. “Rating Agency Condition” means,
                with respect to any particular proposed act or omission to act hereunder
                that the party acting or failing to act must consult with each of
                S&P,
                Fitch and Moody’s then providing a rating of the
                Class A Certificates, the Mezzanine Certificates and the Class
                B Certificates
                and receive a prior
                written confirmation from each of the Rating Agencies that S&P,
                Moody's or Fitch will not downgrade or withdraw its then-current
                ratings
                of any outstanding the Class A Certificates, the Mezzanine Certificates
                and the Class B Certificates.
                

            


    

     

    
      	(o)	
              Jurisdiction.
                Section 13(b) is hereby amended by: (i) deleting in the second line
                of
                subparagraph (i) thereof the word "non-" and (ii) deleting the final
                paragraph thereof.

            


    

     

    
      	(p)	
              Waiver
                of Jury Trial.
                Each party waives, to the fullest extent permitted by applicable
                law, any
                right it may have to a trial by jury in respect of any suit, action
                or
                proceeding relating to this Agreement or any Credit Support Document.
                Each
                party certifies (i) that no representative, agent or attorney of
                the other
                party or any Credit Support Provider has represented, expressly or
                otherwise, that such other party would not, in the event of such
                a suit,
                action or proceeding, seek to enforce the foregoing waiver and (ii)
                acknowledges that it and the other party have been induced to enter
                into
                this Agreement and provide for any Credit Support Document, as applicable,
                by, among other things, the mutual waivers and certifications in
                this
                Section.

            


    

     

    
      	(q)	
              Consent
                to Recording.
                Each party consents to the recording of the telephone conversations
                of
                trading and marketing personnel of the parties in connection with
                this
                Agreement or any potential
                transaction.

            


    

     

    
      	(r)	
              Independent
                Reliance.
                The parties agree to amend Section 3 of this Agreement by the addition
                of
                the following provision at the end thereof and marked as subsection
                (g).

            


    

    


    
      	
            	"(g)	
              Independent
                Reliance. Party
                A is entering into this Agreement and will enter into each Transaction
                in
                reliance upon such tax, accounting, regulatory, legal, and financial
                advice as it deems necessary and not upon any view expressed by the
                other
                party. Party B is entering into this Agreement and will enter into
                each
                Transaction in reliance upon the direction of the Depositor and not
                upon
                any view expressed by the other
                party."

            


    

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

    

    
      	
              (s)

            	
              Escrow
                Payments.
                If
                (whether by reason of the time difference between the cities in which
                payments are to be made or otherwise) it is not possible for simultaneous
                payments to be made on any date on which both parties are required
                to make
                payments hereunder, either party may at its option and in its sole
                discretion notify the other party that payments on that date are
                to be
                made in escrow. In this case deposit of the payment due earlier on
                that
                date shall be made by 2:00 pm (local time at the place for the earlier
                payment) on that date with an escrow agent selected by the notifying
                party, accompanied by irrevocable payment instructions (i) to release
                the
                deposited payment to the intended recipient upon receipt by the escrow
                agent of the required deposit of the corresponding payment from the
                other
                party on the same date accompanied by irrevocable payment instructions
                to
                the same effect or (ii) if the required deposit of the corresponding
                payment is not made on that same date, to return the payment deposited
                to
                the party that paid it into escrow. The party that elects to have
                payments
                made in escrow shall pay all costs of the escrow
                arrangements.

            


    

    


    
      	(t)	
              ERISA.
                Party B represents that it: (1) is not, does not constitute part
                of and is
                not using as a source of funds for any Transaction any assets of
                (x) an
                “employee benefit plan” within the meaning of Section 3(3) of the Employee
                Retirement Income Security Act of 1974, as amended (“ERISA”), subject to
                Title I of ERISA, (y) a “plan” within the meaning of Section 4975 of
                the Internal Revenue Code of 1986, as amended (the “Tax Code”), subject to
                Section 4975 of the Tax Code, or (z) a “governmental plan” or a “church
                plan” as defined in Sections 3(32) and 3(33) of ERISA, respectively,
                subject to federal, state, local or other laws substantially similar
                to
                Title I of ERISA or Section 4975 of the Tax Code (“Similar Laws”)
                (any such “employee benefit plan” or “plan,” a “Plan”); (2) is not, as to
                this Agreement and any Credit Support Document (as applicable), a
                “fiduciary” to a Plan within the meaning of Section 3(21) of ERISA,
                Section 4975(d)(3) of the Tax Code or similar provisions under Similar
                Laws; and (3) is not handling, managing or controlling “plan assets”
                within the meaning of 29 C.F.R. 2510.3-101 (or similar provisions
                under
                Similar Laws) with respect to any Transaction. It is not, and is
                not
                controlled by, an “investment company” within the meaning of, and is not
                required to register as an “investment company” under, the Investment
                Company Act of 1940, as amended.

            


    

    


    
      	(u)	
              Method
                of Notice.
                Section 12(a)(ii) of this Agreement is deleted in its
                entirety.

            


    

    


    
      	(v)	
              USA
                PATRIOT Act Notice.
                Party A hereby notifies Party B that pursuant to the requirements
                of the
                USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
                26,
                2001)) (the “Act”),
                it is required to obtain, verify and record information that identifies
                Party B, which information includes the name and address of Party
                B and
                other information that will allow Party A to identify Party B in
                accordance with the Act.

            


    

    


    
      	(w)	
              Safe
                Harbors.
                Each party to this Agreement acknowledges
                that:

            


    

    


    
      	 	
              (a)

            	
              This
                Agreement, including any Credit Support Document, is a “master netting
                agreement” as defined in the U.S. Bankruptcy Code (the “Code”), and a
                “netting contract” as defined in the netting provisions of the Federal
                Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), and this
                Agreement, including any Credit Support Document, and each Transaction
                hereunder is of a type set forth in Section 561(a)(1)-(5) of the
                Code;

            


    

    


    
      	 	
              (b)

            	
              Party
                A is a “master netting agreement participant,” a “financial institution,”
                a “financial participant,” a “forward contract merchant” and a “swap
                participant” as defined in the Code, and a “financial institution” as
                defined in the netting provisions of
                FDICIA;

            


    

    


    
      	 	
              (c)

            	
              The
                remedies provided herein, and in any Credit Support Document, are
                the
                remedies referred to in Section 561(a), Sections 362(b)(6), (7),
                (17) and
                (27), and Section 362(o) of the Code, and in Section 11(e)(8)(A)
                and (C)
                of the Federal Deposit Insurance
                Act;

            


    

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (d)

            	
              All
                transfers of cash, securities or other property under or in connection
                with this Agreement, any Credit Support Document or any Transaction
                hereunder are “margin payments,” “settlement payments” and “transfers”
                under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2)
                of the
                Code; and

            


    

    


    
      	 	
              (e)

            	
              Each
                obligation under this Agreement, any Credit Support Document or any
                Transaction hereunder is an obligation to make a “margin payment,”
                “settlement payment” and “payment” within the meaning of Sections 362, 560
                and 561 of the Code.

            


    

    


    
      	(x)	
              Business
                Days.
                If
                a payment required to be made pursuant to this Agreement has not
                been made
                solely because the day on which such payment is required to be made
                pursuant to this Agreement is a day on which banking or savings
                institutions in the state or city in which the office of Party A
                or Party
                B from which such payments is to be made is located are authorized
                or
                obligated by law to be closed, the failure to make such payment shall
                not
                constitute and Event of Default, and such payment shall be made on
                the
                next Business Day.

            


    

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      parties have executed this document by their duly authorized officers with
      effect from the date specified on the first page hereof.

    

       

      
        	BANK OF
                AMERICA, N.A. 	 	LONG
                BEACH
                MORTGAGE LOAN TRUST 2006-2 
	 	 	 	 
	 	 	By
                Deutsche Bank National Trust Company, not
                in its individual capacity but solely as
                Trustee on behalf of Long Beach Mortgage Loan Trust
                2006-2
	 	 	 	 
	By:	 	 	By:	 
	 	
                

              	 	 	
                

              
	 	Name:
Title:	 	 	Name:
Title:


      

      
        	 	 	 	 	 
	 	 	 	By:	 
	 	
              	 	 	
                

              
	 	 	 	 	Name:
Title:


      

      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      I TO DOCUMENT 4 DRAFT COPY

    


    


    BANK
      OF AMERICA, N.A.

    


    
      	
              TO:

            	
              Long
                Beach Mortgage Loan Trust 2006-2, by Deutsche
                Bank National Trust Company, not individually but solely as trustee
                on
                behalf of the trust

            
	 	 
	 	
              1761
                East St. Andrew Place

            
	 	
              Santa
                Ana, California
                92705-4934

            
	 	 
	
              ATTN:

            	
              Trust
                Administration
                [         
                 ]

            
	
              TEL:

            	 
	
              FAX:

            	 
	
              
              

            	
              
              

            
	
              FROM:

            	
              Bank
                of America, N.A.

            
	 	
              233
                S. Wacker Drive, Suite 2800

            
	 	
              Chicago,
                Illinois 60606

            
	 	 
	 	
              Attention:
                Akshay Das

            
	 	 
	
              DATE:

            	
              7th
                March
                2006

            


    

     

    Our
      Reference
      Number:              
13639381

    Internal
      Tracking Number:         
13639381

     

    Dear
      Sir/Madam, 

     

    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      transaction entered into between Long Beach Mortgage Loan Trust 2006-2, by
      Deutsche Bank National Trust Company, not individually but solely as trustee
      on
      behalf of the trust and Bank of America, N.A., a national banking association
      organized under the laws of the United States of America (each a “party” and
      together “the parties”) on the Trade Date specified below (the “Transaction).
      This letter agreement constitutes a ''Confirmation'' as referred to in the
      ISDA
      Master Agreement specified below (the ''Agreement'').

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions, as published
      by the International Swaps and Derivatives Association, Inc., (the
      ''Definitions'') are incorporated into this Confirmation. In the event of any
      inconsistency between the Definitions and this Confirmation, this Confirmation
      will govern. 

     

    This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement dated as of March 7, 2006, as amended and supplemented from time
      to
      time, between the parties. All provisions contained in the Agreement govern
      this
      Confirmation except as expressly modified below. 

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    In
      this
      Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means
      Long
      Beach Mortgage Loan Trust 2006-2, by Deutsche Bank National Trust Company,
      not
      individually but solely as trustee on behalf of the trust.

     

    General
      Terms: 

     

    The
      terms
      of the particular Transaction to which this Confirmation relates are as follows:
      

    
      
        


        
          	 	Notional Amount: 	 	As per Schedule A attached
                  hereto
	 	 	 	 
	 	Trade Date:     	 	22 February 2006
	 	 	 	 
	 	Effective Date:    	 	25 April 2006
	 	 	 	 
	 	Termination Date: 	 	25 March 2011
	 	 	 	 
	 Fixed Amounts:
                  	 	 
	 	 	 
	 	Fixed Rate
                  Payer:     	 	Party B 
	 	 	 	 
	 	Fixed Rate Payer Payment
                  Dates:	 	The
                  25th of each Month, commencing on 25th May 2006 and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Following
                  Business Day Convention 
	 	 	 	 
	 	Fixed Rate Payer Period
                  End
                  Dates:	 	The 25th of each Month,
                  commencing
                  on 25th May 2006 and ending on the Termination Date. No
                  Adjustment.
	 	 	 	 
	 	Fixed Rate: 	 	5.00000
                  per cent 
	 	 	 	 
	 	Fixed Rate Day Count
                  Fraction:     	 	30/360


        

         

      

      
        	 Floating Amounts:
                	 	 
	 	 	 	 
	 	Floating Rate
                Payer:    	 	Party A
	 	 	 	 
	 	Floating Rate Payer Payment
                Dates:	 	The 25th of each Month,
                commencing
                on 25th May 2006 and ending on the Termination Date, subject to adjustment
                in accordance with the Following Business Day Convention
	 	 	 	 
	 	Floating Rate Payer Period
                End
                Dates:  	 	The 25th of each Month, commencing
                on 25th
                May 2006 and ending on the Termination Date. No Adjustment. 
	 	 	 	 
	 	Floating Rate for initial
                Calculation Period:	 	to be determined
                


      

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

         

      

      
        	 	Floating Rate Option:    	 	USD-LIBOR-BBA
	 	 	 	 
	 	Designated Maturity:    	 	1 Month
	 	 	 	 
	 	Spread:      	 	None 
	 	 	 	 
	 	Floating Rate Day Count
                Fraction:     	 	Actual/360
	 	 	 	 
	 	Reset Dates:     	 	First day of each Calculation Period
                
	 	 	 
	 Business
                Days:     	 	New York 
	 	 	 
	 Calculation
                Agent:     	 	Party A


      

       

    

    Recording
      of Conversations: 

     

    Each
      party to this Transaction acknowledges and agrees to the tape recording of
      conversations between the parties to this Transaction whether by one or other
      or
      both of the parties or their agents, and that any such tape recordings may
      be
      submitted in evidence in any Proceedings relating to the Agreement and/or this
      Transaction. 

     

    Account
      Details:
      

     

    As
      advised under separate cover with reference to this Confirmation, each party
      shall provide appropriate payment instructions to the other party in writing
      and
      such instructions shall be deemed to be incorporated into this Confirmation.
      

     

    Offices:
      

     

    The
      Office of Party A for this Transaction
      is:     Charlotte
      - NC, United States 

                                    
       Please
      send reset notices to fax no. (+1) 866 218 8487 

     

    The
      Office of Party B for this Transaction
      is:      Santa
      Ana
      - CA, United States

                        Please
      send reset notices to fax no.
      (+1) [                   ]

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    Please
      confirm that the foregoing correctly sets forth the terms and conditions of
      our
      agreement by returning via telecopier an executed copy of this Confirmation
      to
      the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444).
      

     

    
      	 	 	 	 	 
	By:	 	 	 	 
	 	
              

            	 	 	
            
	 	Name:
Title:
Date:	 	 	 


    

     

    
      	
               

            	 	 
	
              Long
                Beach Mortgage Loan Trust 2006-2, by Deutsche Bank National Trust
                Company,
                not individually but solely as trustee on behalf of the trust
                

            


    

    
       

      
        	 	 	 	 	 
	By:	 	 	 	 
	 	
                

              	 	 	
              
	 	Name:
Title:
Date:	 	 	 


      

      
         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	Name:
Title:
Date:	 	 	 


        

         

      

    

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      A

    Our
      Reference No. 13639381

     

     

    
      	 	
              Start
                Date

            	 	
              End
                Date

            	 	
              Notional
                Amount (USD)

            	 
	 	
              04/25/06

            	 	
              05/25/06

            	 	
              2,799,644,113.00

            	 
	 	
              05/25/06

            	 	
              06/25/06

            	 	
              2,746,206,137.00

            	 
	 	
              06/25/06

            	 	
              07/25/06

            	 	
              2,687,523,311.00

            	 
	 	
              07/25/06

            	 	
              08/25/06

            	 	
              2,620,425,809.00

            	 
	 	
              08/25/06

            	 	
              09/25/06

            	 	
              2,545,604,735.00

            	 
	 	
              09/25/06

            	 	
              10/25/06

            	 	
              2,464,954,046.00

            	 
	 	
              10/25/06

            	 	
              11/25/06

            	 	
              2,367,529,527.00

            	 
	 	
              11/25/06

            	 	
              12/25/06

            	 	
              2,271,093,768.00

            	 
	 	
              12/25/06

            	 	
              01/25/07

            	 	
              2,152,101,863.00

            	 
	 	
              01/25/07

            	 	
              02/25/07

            	 	
              2,047,146,904.00

            	 
	 	
              02/25/07

            	 	
              03/25/07

            	 	
              1,952,926,695.00

            	 
	 	
              03/25/07

            	 	
              04/25/07

            	 	
              1,860,500,027.00

            	 
	 	
              04/25/07

            	 	
              05/25/07

            	 	
              1,771,149,945.00

            	 
	 	
              05/25/07

            	 	
              06/25/07

            	 	
              1,684,263,072.00

            	 
	 	
              06/25/07

            	 	
              07/25/07

            	 	
              1,612,207,190.00

            	 
	 	
              07/25/07

            	 	
              08/25/07

            	 	
              1,547,738,663.00

            	 
	 	
              08/25/07

            	 	
              09/25/07

            	 	
              1,489,310,082.00

            	 
	 	
              09/25/07

            	 	
              10/25/07

            	 	
              1,437,990,812.00

            	 
	 	
              10/25/07

            	 	
              11/25/07

            	 	
              1,387,001,108.00

            	 
	 	
              11/25/07

            	 	
              12/25/07

            	 	
              1,342,979,682.00

            	 
	 	
              12/25/07

            	 	
              01/25/08

            	 	
              1,243,065,803.00

            	 
	 	
              01/25/08

            	 	
              02/25/08

            	 	
              1,140,922,360.00

            	 
	 	
              02/25/08

            	 	
              03/25/08

            	 	
              1,033,491,199.00

            	 
	 	
              03/25/08

            	 	
              04/25/08

            	 	
              931,541,736.00

            	 
	 	
              04/25/08

            	 	
              05/25/08

            	 	
              845,405,767.00

            	 
	 	
              05/25/08

            	 	
              06/25/08

            	 	
              771,787,523.00

            	 
	 	
              06/25/08

            	 	
              07/25/08

            	 	
              713,895,867.00

            	 
	 	
              07/25/08

            	 	
              08/25/08

            	 	
              666,158,193.00

            	 
	 	
              08/25/08

            	 	
              09/25/08

            	 	
              628,353,749.00

            	 
	 	
              09/25/08

            	 	
              10/25/08

            	 	
              594,934,187.00

            	 
	 	
              10/25/08

            	 	
              11/25/08

            	 	
              562,414,407.00

            	 
	 	
              11/25/08

            	 	
              12/25/08

            	 	
              531,860,737.00

            	 
	 	
              12/25/08

            	 	
              01/25/09

            	 	
              531,860,737.00

            	 
	 	
              01/25/09

            	 	
              02/25/09

            	 	
              504,721,089.00

            	 
	 	
              02/25/09

            	 	
              03/25/09

            	 	
              475,042,680.00

            	 
	 	
              03/25/09

            	 	
              04/25/09

            	 	
              446,854,586.00

            	 
	 	
              04/25/09

            	 	
              05/25/09

            	 	
              419,862,677.00

            	 
	 	
              05/25/09

            	 	
              06/25/09

            	 	
              393,079,034.00

            	 


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	 	
              06/25/09

            	 	
              07/25/09

            	 	
              369,600,141.00

            	 
	 	
              07/25/09

            	 	
              08/25/09

            	 	
              348,016,506.00

            	 
	 	
              08/25/09

            	 	
              09/25/09

            	 	
              327,903,667.00

            	 
	 	
              09/25/09

            	 	
              10/25/09

            	 	
              309,518,560.00

            	 
	 	
              10/25/09

            	 	
              11/25/09

            	 	
              291,309,269.00

            	 
	 	
              11/25/09

            	 	
              12/25/09

            	 	
              274,470,588.00

            	 
	 	
              12/25/09

            	 	
              01/25/10

            	 	
              257,569,384.00

            	 
	 	
              01/25/10

            	 	
              02/25/10

            	 	
              241,776,868.00

            	 
	 	
              02/25/10

            	 	
              03/25/10

            	 	
              224,274,120.00

            	 
	 	
              03/25/10

            	 	
              04/25/10

            	 	
              207,023,223.00

            	 
	 	
              04/25/10

            	 	
              05/25/10

            	 	
              190,185,604.00

            	 
	 	
              05/25/10

            	 	
              06/25/10

            	 	
              173,675,272.00

            	 
	 	
              06/25/10

            	 	
              07/25/10

            	 	
              159,259,707.00

            	 
	 	
              07/25/10

            	 	
              08/25/10

            	 	
              146,229,656.00

            	 
	 	
              08/25/10

            	 	
              09/25/10

            	 	
              134,221,755.00

            	 
	 	
              09/25/10

            	 	
              10/25/10

            	 	
              122,346,546.00

            	 
	 	
              10/25/10

            	 	
              11/25/10

            	 	
              111,567,688.00

            	 
	 	
              11/25/10

            	 	
              12/25/10

            	 	
              102,049,789.00

            	 
	 	
              12/25/10

            	 	
              01/25/11

            	 	
              92,984,469.00

            	 
	 	
              01/25/11

            	 	
              02/25/11

            	 	
              85,172,490.00

            	 
	 	
              02/25/11

            	 	
              03/25/11

            	 	
              78,461,974.00

            	 


    

     

    
      
        
        

      

      
        55