LONG
      BEACH SECURITIES CORP.,

    Depositor

    


    


    LONG
      BEACH MORTGAGE COMPANY,

    Seller
      and Master Servicer

    


    


    and

    


    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee

    


    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of March 1, 2006

    


    


    ______________________________

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    


    Asset-Backed
      Certificates, Series 2006-2

    


     

    


    
      

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    

      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                12

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              	
                12

              
	
                Section
                  1.02

              	
                Accounting.

              	
                72

              
	
                Section
                  1.03

              	
                Allocation
                  of Certain Interest Shortfalls.

              	
                73

              
	
                Section
                  1.04

              	
                Rights
                  of the NIMS Insurer.

              	
                74

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                74

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              	
                74

              
	
                Section
                  2.02

              	
                Acceptance
                  of REMIC 1 by the Trustee.

              	
                77

              
	
                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.

              	
                79

              
	
                Section
                  2.04

              	
                Representations,
                  Warranties and Covenants of the Master Servicer.

              	
                82

              
	
                Section
                  2.05

              	
                Representations
                  and Warranties of the Depositor.

              	
                85

              
	
                Section
                  2.06

              	
                Issuance
                  of Certificates.

              	
                87

              
	
                Section
                  2.07

              	
                Reserved.

              	
                87

              
	
                Section
                  2.08

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

              	
                87

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

              	
                89

              
	
                Section
                  3.01

              	
                Master
                  Servicer to Act as Master Servicer.

              	
                89

              
	
                Section
                  3.02

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

              	
                91

              
	
                Section
                  3.03

              	
                Successor
                  Sub-Servicers.

              	
                93

              
	
                Section
                  3.04

              	
                Liability
                  of the Master Servicer.

              	
                93

              
	
                Section
                  3.05

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

              	
                93

              
	
                Section
                  3.06

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Trustee.

              	
                94

              
	
                Section
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                94

              
	
                Section
                  3.08

              	
                Sub-Servicing
                  Accounts.

              	
                95

              
	
                Section
                  3.09

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

              	
                95

              
	
                Section
                  3.10

              	
                Collection
                  Account and Distribution Account.

              	
                96

              
	
                Section
                  3.11

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	
                99

              
	
                Section
                  3.12

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

              	
                101

              
	
                Section
                  3.13

              	
                Reserved.

              	
                102

              
	
                Section
                  3.14

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

              	
                102

              
	
                Section
                  3.15

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

              	
                103

              
	
                Section
                  3.16

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                104

              
	
                Section
                  3.17

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                107

              
	
                Section
                  3.18

              	
                Servicing
                  Compensation.

              	
                109

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  3.19

              	
                Reports
                  to the Trustee; Collection Account Statements.

              	
                109

              
	
                Section
                  3.20

              	
                Annual
                  Statement as to Compliance.

              	
                110

              
	
                Section
                  3.21

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                110

              
	
                Section
                  3.22

              	
                Access
                  to Certain Documentation.

              	
                112

              
	
                Section
                  3.23

              	
                Title,
                  Management and Disposition of REO Property.

              	
                112

              
	
                Section
                  3.24

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

              	
                115

              
	
                Section
                  3.25

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

              	
                115

              
	
                Section
                  3.26

              	
                Reserve
                  Fund.

              	
                116

              
	
                Section
                  3.27

              	
                Advance
                  Facility.

              	
                117

              
	
                Section
                  3.28

              	
                PMI
                  Policy; Claims Under the PMI Policy

              	
                118

              
	
                Section
                  3.29

              	
                Swap
                  Agreement.

              	
                118

              
	
                Section
                  3.30

              	
                Replacement
                  Swap Agreement.

              	
                119

              
	 	 
	
                ARTICLE
                  IV FLOW OF FUNDS

              	
                119

              
	
                Section
                  4.01

              	
                Distributions.

              	
                119

              
	
                Section
                  4.02

              	
                Preference
                  Claims.

              	
                138

              
	
                Section
                  4.03

              	
                Statements.

              	
                138

              
	
                Section
                  4.04

              	
                Remittance
                  Reports; Advances.

              	
                143

              
	
                Section
                  4.05

              	
                Distributions
                  on the REMIC Regular Interests.

              	
                144

              
	
                Section
                  4.06

              	
                Allocation
                  of Realized Losses.

              	
                147

              
	
                Section
                  4.07

              	
                Compliance
                  with Withholding Requirements.

              	
                151

              
	
                Section
                  4.08

              	
                Commission
                  Reporting.

              	
                151

              
	
                Section
                  4.09

              	
                Supplemental
                  Interest Account.

              	
                153

              
	
                Section
                  4.10

              	
                Final
                  Maturity Reserve Account.

              	
                154

              
	
                Section
                  4.11

              	
                Intention
                  of the Parties and Interpretation.

              	
                155

              
	 	 
	
                ARTICLE
                  V THE CERTIFICATES

              	
                155

              
	
                Section
                  5.01

              	
                The
                  Certificates.

              	
                155

              
	
                Section
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                157

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                162

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              	
                162

              
	 	 
	
                ARTICLE
                  VI THE MASTER SERVICER AND THE DEPOSITOR

              	
                162

              
	
                Section
                  6.01

              	
                Liability
                  of the Master Servicer and the Depositor.

              	
                162

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                162

              
	
                Section
                  6.03

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

              	
                163

              
	
                Section
                  6.04

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                164

              
	
                Section
                  6.05

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

              	
                165

              
	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                165

              
	
                Section
                  7.01

              	
                Master
                  Servicer Events of Default.

              	
                165

              
	
                Section
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                168

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  7.03

              	
                Notification
                  to Certificateholders.

              	
                170

              
	
                Section
                  7.04

              	
                Waiver
                  of Master Servicer Events of Default.

              	
                170

              
	 	 
	
                ARTICLE
                  VIII THE TRUSTEE

              	
                171

              
	
                Section
                  8.01

              	
                Duties
                  of Trustee.

              	
                171

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee.

              	
                172

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                173

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates.

              	
                174

              
	
                Section
                  8.05

              	
                Trustee’s
                  Fees and Expenses.

              	
                174

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for Trustee.

              	
                175

              
	
                Section
                  8.07

              	
                Resignation
                  or Removal of Trustee.

              	
                175

              
	
                Section
                  8.08

              	
                Successor
                  Trustee.

              	
                176

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of Trustee.

              	
                177

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                177

              
	
                Section
                  8.11

              	
                Appointment
                  of Custodians.

              	
                178

              
	
                Section
                  8.12

              	
                Appointment
                  of Office or Agency.

              	
                178

              
	
                Section
                  8.13

              	
                Representations
                  and Warranties of the Trustee.

              	
                179

              
	 	 
	
                ARTICLE
                  IX TERMINATION

              	
                179

              
	
                Section
                  9.01

              	
                Termination
                  Upon Purchase or Liquidation of All Mortgage Loans.

              	
                179

              
	
                Section
                  9.02

              	
                Additional
                  Termination Requirements.

              	
                182

              
	 	 
	
                ARTICLE
                  X REMIC PROVISIONS

              	
                183

              
	
                Section
                  10.01

              	
                REMIC
                  Administration.

              	
                183

              
	
                Section
                  10.02

              	
                Prohibited
                  Transactions and Activities.

              	
                187

              
	
                Section
                  10.03

              	
                Trustee,
                  Master Servicer and Depositor Indemnification.

              	
                187

              
	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	
                188

              
	
                Section
                  11.01

              	
                Amendment.

              	
                188

              
	
                Section
                  11.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                189

              
	
                Section
                  11.03

              	
                Limitation
                  on Rights of Certificateholders.

              	
                190

              
	
                Section
                  11.04

              	
                Governing
                  Law; Jurisdiction.

              	
                191

              
	
                Section
                  11.05

              	
                Notices.

              	
                191

              
	
                Section
                  11.06

              	
                Severability
                  of Provisions.

              	
                191

              
	
                Section
                  11.07

              	
                Notice
                  to the Rating Agencies, the Swap Counterparty and the NIMS
                  Insurer.

              	
                191

              
	
                Section
                  11.08

              	
                Article and
                  Section References.

              	
                192

              
	
                Section
                  11.09

              	
                Third-Party
                  Beneficiaries.

              	
                193

              
	
                Section
                  11.10

              	
                Grant
                  of Security Interest.

              	
                193

              


      

    

    


    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


    Exhibits

    


    
      	
              Exhibit
                A-1

            	
              Form
                of Class I-A Certificates

            


    

    
      	
              Exhibit
                A-2

            	
              Form
                of Class II-A1 Certificates

            


    

    
      	
              Exhibit
                A-3

            	
              Form
                of Class II-A2 Certificates

            


    

    
      	
              Exhibit
                A-4

            	
              Form
                of Class II-A3 Certificates

            


    

    
      	
              Exhibit
                A-5

            	
              Form
                of Class II-A4 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 M-10 Certificates

            


    

    
      	
              Exhibit
                A-16

            	
              Form
                of Class B Certificates

            


    

    
      	
              Exhibit
                A-17

            	
              Form
                of Class C Certificates

            


    

    
      	
              Exhibit
                A-18

            	
              Form
                of Class P Certificates

            


    

    
      	
              Exhibit
                A-19

            	
              Form
                of Class R Certificates

            


    

    
      	
              Exhibit
                A-20

            	
              Form
                of Class R-CX Certificates

            


    

    
      	
              Exhibit
                A-21

            	
              Form
                of Class R-PX Certificates

            


    

    
      	
              Exhibit
                B

            	
              Form
                of Swap Agreement

            


    

    
      	
              Exhibit
                C

            	
              Form
                of Mortgage Loan Purchase Agreement

            


    

    
      	
              Exhibit
                D

            	
              Mortgage
                Loan Schedule

            


    

    
      	
              Exhibit
                E-1

            	
              Request
                for Release (for Trustee/Custodian)

            


    

    
      	
              Exhibit
                E-2

            	
              Request
                for Release (Certificate - Mortgage Loan Paid in
                Full)

            


    

    
      	
              Exhibit
                E-3

            	
              Form
                of Mortgage Loan Assignment
                Agreement

            


    

    
      	
              Exhibit
                F-1

            	
              Form
                of Trustee’s Initial Certification

            


    

    
      	
              Exhibit
                F-2

            	
              Form
                of Trustee’s Final Certification

            


    

    
      	
              Exhibit
                G

            	
              Form
                of Residual NIM Holder Certificate

            


    

    
      	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            


    

    
      	
              Exhibit
                I

            	
              Form
                of ERISA Representation

            


    

    
      	
              Exhibit
                J-1A

            	
              Form
                of Class B Certificate Transferor
                Certificate

            


    

    
      	
              Exhibit
                J-1B

            	
              Form
                of Class B Certificate Transferee
                Certificate

            


    

    
      	
              Exhibit
                J-2

            	
              Form
                of Investment Letter

            


    

    
      	
              Exhibit
                K

            	
              Form
                of Class R Certificate, Class R-CX Certificate and Class R-PX Certificate
                Transfer Affidavit

            


    

    
      	
              Exhibit
                L

            	
              Form
                of Transferor Certificate

            


    

    
      	
              Exhibit
                M

            	
              [Reserved]

            


    

    
      	
              Exhibit
                N

            	
              Criteria
                to be Addressed in Assessment of
                Compliance

            


    

    
      	
              Exhibit
                O

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting
                Responsibility

            


    

    
      	
              Exhibit
                P

            	
              Form
                of Trustee Certificate

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    Schedules

    


    
      	
              Schedule
                I

            	
              Prepayment
                Charge Schedule

            


    

    
      	
              Schedule
                II

            	
              Swap
                Notional Amount Schedule

            


    

    
      	
              Schedule
                III

            	
              Reserved

            


    

    
      	
              Schedule
                IV

            	
              PMI
                Mortgage Loan Schedule (Not
                applicable)

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

     

    This
      POOLING AND SERVICING AGREEMENT is dated as of March 1, 2006 (the “Agreement”),
      among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG BEACH
      MORTGAGE COMPANY, as seller (the “Seller”) and master servicer (the “Master
      Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).

     

    PRELIMINARY
      STATEMENT:

    


    The
      Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
      aggregate will evidence the entire beneficial ownership interest in the Trust
      Fund created hereunder. The Certificates will consist of twenty-one classes
      of
      certificates, designated as (i) the Class I-A Certificates, (ii) the Class
      II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3
      Certificates, (v) the Class II-A4 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 M-10
      Certificates, (xvi) the Class B Certificates, (xvii) the Class C Certificates,
      (xviii) the Class P Certificates, (xix) the Class R Certificates, (xx) the
      Class
      R-CX Certificates and (xxi) the Class R-PX Certificates. 

     

     

     

     

     

    
 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    REMIC 1

    


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

     

    
      	
              Designation

            	 	
              Initial

              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                1A

              Pass-Through
                Rate

            	 	
              Rate
                Change

              Date

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              IX3

            	 	
              $93,554,966.21

            	 	
              Variable2

            	 	
              N/A

            	 	
              April,
                2046

            
	
              I-1-A

            	 	
              $12,244,095.53

            	 	
              Variable2

            	 	
              May
                2006

            	 	
              April,
                2046

            
	
              I-1-B

            	 	
              $12,244,095.53

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-2-A

            	 	
              $13,445,833.50

            	 	
              Variable2

            	 	
              June
                2006

            	 	
              April,
                2046

            
	
              I-2-B

            	 	
              $13,445,833.50

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-3-A

            	 	
              $15,373,864.92

            	 	
              Variable2

            	 	
              July
                2006

            	 	
              April,
                2046

            
	
              I-3-B

            	 	
              $15,373,864.92

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-4-A

            	 	
              $17,143,545.59

            	 	
              Variable2

            	 	
              August
                2006

            	 	
              April,
                2046

            
	
              I-4-B

            	 	
              $17,143,545.59

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-5-A

            	 	
              $18,479,269.14

            	 	
              Variable2

            	 	
              September
                2006

            	 	
              April,
                2046

            
	
              I-5-B

            	 	
              $18,479,269.14

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-6-A

            	 	
              $22,322,610.38

            	 	
              Variable2

            	 	
              October
                2006

            	 	
              April,
                2046

            
	
              I-6-B

            	 	
              $22,322,610.38

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-7-A

            	 	
              $22,096,058.54

            	 	
              Variable2

            	 	
              November
                2006

            	 	
              April,
                2046

            
	
              I-7-B

            	 	
              $22,096,058.54

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-8-A

            	 	
              $27,264,285.84

            	 	
              Variable2

            	 	
              December
                2006

            	 	
              April,
                2046

            
	
              I-8-B

            	 	
              $27,264,285.84

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-9-A

            	 	
              $24,048,039.26

            	 	
              Variable2

            	 	
              January
                2007

            	 	
              April,
                2046

            
	
              I-9-B

            	 	
              $24,048,039.26

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-10-A

            	 	
              $21,588,415.70

            	 	
              Variable2

            	 	
              February
                2007

            	 	
              April,
                2046

            
	
              I-10-B

            	 	
              $21,588,415.70

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-11-A

            	 	
              $21,177,466.62

            	 	
              Variable2

            	 	
              March
                2007

            	 	
              April,
                2046

            
	
              I-11-B

            	 	
              $21,177,466.62

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-12-A

            	 	
              $20,472,536.98

            	 	
              Variable2

            	 	
              April
                2007

            	 	
              April,
                2046

            
	
              I-12-B

            	 	
              $20,472,536.98

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-13-A

            	 	
              $19,908,148.72

            	 	
              Variable2

            	 	
              May
                2007

            	 	
              April,
                2046

            
	
              I-13-B

            	 	
              $19,908,148.72

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-14-A

            	 	
              $16,509,964.80

            	 	
              Variable2

            	 	
              June
                2007

            	 	
              April,
                2046

            
	
              I-14-B

            	 	
              $16,509,964.80

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-15-A

            	 	
              $14,771,495.15

            	 	
              Variable2

            	 	
              July
                2007

            	 	
              April,
                2046

            
	
              I-15-B

            	 	
              $14,771,495.15

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-16-A

            	 	
              $13,387,579.04

            	 	
              Variable2

            	 	
              August
                2007

            	 	
              April,
                2046

            
	
              I-16-B

            	 	
              $13,387,579.04

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-17-A

            	 	
              $11,758,642.29

            	 	
              Variable2

            	 	
              September
                2007

            	 	
              April,
                2046

            
	
              I-17-B

            	 	
              $11,758,642.29

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-18-A

            	 	
              $11,683,129.75

            	 	
              Variable2

            	 	
              October
                2007

            	 	
              April,
                2046

            
	
              I-18-B

            	 	
              $11,683,129.75

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial

              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                1A

              Pass-Through
                Rate

            	 	
              Rate
                Change

              Date

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              I-19-A

            	 	
              $10,086,507.50

            	 	
              Variable2

            	 	
              November
                2007

            	 	
              April,
                2046

            
	
              I-19-B

            	 	
              $10,086,507.50

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-20-A

            	 	
              $22,892,990.55

            	 	
              Variable2

            	 	
              December
                2007

            	 	
              April,
                2046

            
	
              I-20-B

            	 	
              $22,892,990.55

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-21-A

            	 	
              $23,403,844.38

            	 	
              Variable2

            	 	
              January
                2008

            	 	
              April,
                2046

            
	
              I-21-B

            	 	
              $23,403,844.38

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-22-A

            	 	
              $24,615,404.57

            	 	
              Variable2

            	 	
              February
                2008

            	 	
              April,
                2046

            
	
              I-22-B

            	 	
              $24,615,404.57

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-23-A

            	 	
              $23,359,398.28

            	 	
              Variable2

            	 	
              March
                2008

            	 	
              April,
                2046

            
	
              I-23-B

            	 	
              $23,359,398.28

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-24-A

            	 	
              $19,736,096.17

            	 	
              Variable2

            	 	
              April
                2008

            	 	
              April,
                2046

            
	
              I-24-B

            	 	
              $19,736,096.17

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-25-A

            	 	
              $16,867,944.49

            	 	
              Variable2

            	 	
              May
                2008

            	 	
              April,
                2046

            
	
              I-25-B

            	 	
              $16,867,944.49

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-26-A

            	 	
              $13,264,554.91

            	 	
              Variable2

            	 	
              June
                2008

            	 	
              April,
                2046

            
	
              I-26-B

            	 	
              $13,264,554.91

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-27-A

            	 	
              $10,938,001.11

            	 	
              Variable2

            	 	
              July
                2008

            	 	
              April,
                2046

            
	
              I-27-B

            	 	
              $10,938,001.11

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-28-A

            	 	
              $8,662,027.62

            	 	
              Variable2

            	 	
              August
                2008

            	 	
              April,
                2046

            
	
              I-28-B

            	 	
              $8,662,027.62

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-29-A

            	 	
              $7,657,331.74

            	 	
              Variable2

            	 	
              September
                2008

            	 	
              April,
                2046

            
	
              I-29-B

            	 	
              $7,657,331.74

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-30-A

            	 	
              $7,451,167.18

            	 	
              Variable2

            	 	
              October
                2008

            	 	
              April,
                2046

            
	
              I-30-B

            	 	
              $7,451,167.18

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-31-A

            	 	
              $7,000,677.84

            	 	
              Variable2

            	 	
              November
                2008

            	 	
              April,
                2046

            
	
              I-31-B

            	 	
              $7,000,677.84

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-32-A

            	 	
              $6,218,432.43

            	 	
              Variable2

            	 	
              January
                2009

            	 	
              April,
                2046

            
	
              I-32-B

            	 	
              $6,218,432.43

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-33-A

            	 	
              $6,800,131.71

            	 	
              Variable2

            	 	
              February
                2009

            	 	
              April,
                2046

            
	
              I-33-B

            	 	
              $6,800,131.71

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-34-A

            	 	
              $6,458,659.96

            	 	
              Variable2

            	 	
              March
                2009

            	 	
              April,
                2046

            
	
              I-34-B

            	 	
              $6,458,659.96

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-35-A

            	 	
              $6,184,581.40

            	 	
              Variable2

            	 	
              April
                2009

            	 	
              April,
                2046

            
	
              I-35-B

            	 	
              $6,184,581.40

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-36-A

            	 	
              $6,136,861.99

            	 	
              Variable2

            	 	
              May
                2009

            	 	
              April,
                2046

            
	
              I-36-B

            	 	
              $6,136,861.99

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-37-A

            	 	
              $5,379,653.77

            	 	
              Variable2

            	 	
              June
                2009

            	 	
              April,
                2046

            
	
              I-37-B

            	 	
              $5,379,653.77

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-38-A

            	 	
              $4,945,398.55

            	 	
              Variable2

            	 	
              July
                2009

            	 	
              April,
                2046

            
	
              I-38-B

            	 	
              $4,945,398.55

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-39-A

            	 	
              $4,608,399.13

            	 	
              Variable2

            	 	
              August
                2009

            	 	
              April,
                2046

            
	
              I-39-B

            	 	
              $4,608,399.13

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-40-A

            	 	
              $4,212,528.68

            	 	
              Variable2

            	 	
              September
                2009

            	 	
              April,
                2046

            
	
              I-40-B

            	 	
              $4,212,528.68

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-41-A

            	 	
              $4,172,244.45

            	 	
              Variable2

            	 	
              October
                2009

            	 	
              April,
                2046

            
	
              I-41-B

            	 	
              $4,172,244.45

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-42-A

            	 	
              $3,858,200.37

            	 	
              Variable2

            	 	
              November
                2009

            	 	
              April,
                2046

            
	
              I-42-B

            	 	
              $3,858,200.37

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-43-A

            	 	
              $3,872,526.09

            	 	
              Variable2

            	 	
              December
                2009

            	 	
              April,
                2046

            
	
              I-43-B

            	 	
              $3,872,526.09

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-44-A

            	 	
              $3,618,495.48

            	 	
              Variable2

            	 	
              January
                2010

            	 	
              April,
                2046

            
	
              I-44-B

            	 	
              $3,618,495.48

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-45-A

            	 	
              $4,010,356.20

            	 	
              Variable2

            	 	
              February
                2010

            	 	
              April,
                2046

            
	
              I-45-B

            	 	
              $4,010,356.20

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial

              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                1A

              Pass-Through
                Rate

            	 	
              Rate
                Change

              Date

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              I-46-A

            	 	
              $3,952,650.28

            	 	
              Variable2

            	 	
              March
                2010

            	 	
              April,
                2046

            
	
              I-46-B

            	 	
              $3,952,650.28

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-47-A

            	 	
              $3,857,957.04

            	 	
              Variable2

            	 	
              April
                2010

            	 	
              April,
                2046

            
	
              I-47-B

            	 	
              $3,857,957.04

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-48-A

            	 	
              $3,782,966.67

            	 	
              Variable2

            	 	
              May
                2010

            	 	
              April,
                2046

            
	
              I-48-B

            	 	
              $3,782,966.67

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-49-A

            	 	
              $3,302,998.51

            	 	
              Variable2

            	 	
              June
                2010

            	 	
              April,
                2046

            
	
              I-49-B

            	 	
              $3,302,998.51

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-50-A

            	 	
              $2,985,539.52

            	 	
              Variable2

            	 	
              July
                2010

            	 	
              April,
                2046

            
	
              I-50-B

            	 	
              $2,985,539.52

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-51-A

            	 	
              $2,751,337.12

            	 	
              Variable2

            	 	
              August
                2010

            	 	
              April,
                2046

            
	
              I-51-B

            	 	
              $2,751,337.12

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-52-A

            	 	
              $2,720,933.77

            	 	
              Variable2

            	 	
              September
                2010

            	 	
              April,
                2046

            
	
              I-52-B

            	 	
              $2,720,933.77

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-53-A

            	 	
              $2,469,729.90

            	 	
              Variable2

            	 	
              October
                2010

            	 	
              April,
                2046

            
	
              I-53-B

            	 	
              $2,469,729.90

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-54-A

            	 	
              $2,180,809.85

            	 	
              Variable2

            	 	
              November
                2010

            	 	
              April,
                2046

            
	
              I-54-B

            	 	
              $2,180,809.85

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-55-A

            	 	
              $2,077,111.68

            	 	
              Variable2

            	 	
              December
                2010

            	 	
              April,
                2046

            
	
              I-55-B

            	 	
              $2,077,111.68

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-56-A

            	 	
              $1,789,937.13

            	 	
              Variable2

            	 	
              January
                2011

            	 	
              April,
                2046

            
	
              I-56-B

            	 	
              $1,789,937.13

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-57-A

            	 	
              $1,537,561.96

            	 	
              Variable2

            	 	
              February
                2011

            	 	
              April,
                2046

            
	
              I-57-B

            	 	
              $1,537,561.96

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              I-58-A

            	 	
              $17,977,774.93

            	 	
              Variable2

            	 	
              March
                2011

            	 	
              April,
                2046

            
	
              I-58-B

            	 	
              $17,977,774.93

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              IIX3

            	 	
              $110,600,090.61

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-1-A

            	 	
              $14,474,892.47

            	 	
              Variable2

            	 	
              May
                2006

            	 	
              April,
                2046

            
	
              II-1-B

            	 	
              $14,474,892.47

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-2-A

            	 	
              $15,895,579.50

            	 	
              Variable2

            	 	
              June
                2006

            	 	
              April,
                2046

            
	
              II-2-B

            	 	
              $15,895,579.50

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-3-A

            	 	
              $18,174,886.08

            	 	
              Variable2

            	 	
              July
                2006

            	 	
              April,
                2046

            
	
              II-3-B

            	 	
              $18,174,886.08

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-4-A

            	 	
              $20,266,991.41

            	 	
              Variable2

            	 	
              August
                2006

            	 	
              April,
                2046

            
	
              II-4-B

            	 	
              $20,266,991.41

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-5-A

            	 	
              $21,846,075.36

            	 	
              Variable2

            	 	
              September
                2006

            	 	
              April,
                2046

            
	
              II-5-B

            	 	
              $21,846,075.36

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-6-A

            	 	
              $26,389,649.12

            	 	
              Variable2

            	 	
              October
                2006

            	 	
              April,
                2046

            
	
              II-6-B

            	 	
              $26,389,649.12

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-7-A

            	 	
              $26,121,820.96

            	 	
              Variable2

            	 	
              November
                2006

            	 	
              April,
                2046

            
	
              II-7-B

            	 	
              $26,121,820.96

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-8-A

            	 	
              $32,231,666.66

            	 	
              Variable2

            	 	
              December
                2006

            	 	
              April,
                2046

            
	
              II-8-B

            	 	
              $32,231,666.66

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-9-A

            	 	
              $28,429,440.24

            	 	
              Variable2

            	 	
              January
                2007

            	 	
              April,
                2046

            
	
              II-9-B

            	 	
              $28,429,440.24

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-10-A

            	 	
              $25,521,688.80

            	 	
              Variable2

            	 	
              February
                2007

            	 	
              April,
                2046

            
	
              II-10-B

            	 	
              $25,521,688.80

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-11-A

            	 	
              $25,035,867.38

            	 	
              Variable2

            	 	
              March
                2007

            	 	
              April,
                2046

            
	
              II-11-B

            	 	
              $25,035,867.38

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-12-A

            	 	
              $24,202,504.02

            	 	
              Variable2

            	 	
              April
                2007

            	 	
              April,
                2046

            
	
              II-12-B

            	 	
              $24,202,504.02

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-13-A

            	 	
              $23,535,287.78

            	 	
              Variable2

            	 	
              May
                2007

            	 	
              April,
                2046

            
	
              II-13-B

            	 	
              $23,535,287.78

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-14-A

            	 	
              $19,517,976.20

            	 	
              Variable2

            	 	
              June
                2007

            	 	
              April,
                2046

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial

              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                1A

              Pass-Through
                Rate

            	 	
              Rate
                Change

              Date

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              II-14-B

            	 	
              $19,517,976.20

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-15-A

            	 	
              $17,462,768.35

            	 	
              Variable2

            	 	
              July
                2007

            	 	
              April,
                2046

            
	
              II-15-B

            	 	
              $17,462,768.35

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-16-A

            	 	
              $15,826,711.46

            	 	
              Variable2

            	 	
              August
                2007

            	 	
              April,
                2046

            
	
              II-16-B

            	 	
              $15,826,711.46

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-17-A

            	 	
              $13,900,992.71

            	 	
              Variable2

            	 	
              September
                2007

            	 	
              April,
                2046

            
	
              II-17-B

            	 	
              $13,900,992.71

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-18-A

            	 	
              $13,811,722.25

            	 	
              Variable2

            	 	
              October
                2007

            	 	
              April,
                2046

            
	
              II-18-B

            	 	
              $13,811,722.25

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-19-A

            	 	
              $11,924,205.50

            	 	
              Variable2

            	 	
              November
                2007

            	 	
              April,
                2046

            
	
              II-19-B

            	 	
              $11,924,205.50

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-20-A

            	 	
              $27,063,948.95

            	 	
              Variable2

            	 	
              December
                2007

            	 	
              April,
                2046

            
	
              II-20-B

            	 	
              $27,063,948.95

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-21-A

            	 	
              $27,667,877.12

            	 	
              Variable2

            	 	
              January
                2008

            	 	
              April,
                2046

            
	
              II-21-B

            	 	
              $27,667,877.12

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-22-A

            	 	
              $29,100,175.93

            	 	
              Variable2

            	 	
              February
                2008

            	 	
              April,
                2046

            
	
              II-22-B

            	 	
              $29,100,175.93

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-23-A

            	 	
              $27,615,333.22

            	 	
              Variable2

            	 	
              March
                2008

            	 	
              April,
                2046

            
	
              II-23-B

            	 	
              $27,615,333.22

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-24-A

            	 	
              $23,331,888.33

            	 	
              Variable2

            	 	
              April
                2008

            	 	
              April,
                2046

            
	
              II-24-B

            	 	
              $23,331,888.33

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-25-A

            	 	
              $19,941,177.51

            	 	
              Variable2

            	 	
              May
                2008

            	 	
              April,
                2046

            
	
              II-25-B

            	 	
              $19,941,177.51

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-26-A

            	 	
              $15,681,273.09

            	 	
              Variable2

            	 	
              June
                2008

            	 	
              April,
                2046

            
	
              II-26-B

            	 	
              $15,681,273.09

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-27-A

            	 	
              $12,930,835.89

            	 	
              Variable2

            	 	
              July
                2008

            	 	
              April,
                2046

            
	
              II-27-B

            	 	
              $12,930,835.89

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-28-A

            	 	
              $10,240,194.38

            	 	
              Variable2

            	 	
              August
                2008

            	 	
              April,
                2046

            
	
              II-28-B

            	 	
              $10,240,194.38

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-29-A

            	 	
              $9,052,449.26

            	 	
              Variable2

            	 	
              September
                2008

            	 	
              April,
                2046

            
	
              II-29-B

            	 	
              $9,052,449.26

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-30-A

            	 	
              $8,808,722.82

            	 	
              Variable2

            	 	
              October
                2008

            	 	
              April,
                2046

            
	
              II-30-B

            	 	
              $8,808,722.82

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-31-A

            	 	
              $8,276,157.16

            	 	
              Variable2

            	 	
              November
                2008

            	 	
              April,
                2046

            
	
              II-31-B

            	 	
              $8,276,157.16

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-32-A

            	 	
              $7,351,391.57

            	 	
              Variable2

            	 	
              January
                2009

            	 	
              April,
                2046

            
	
              II-32-B

            	 	
              $7,351,391.57

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-33-A

            	 	
              $8,039,072.79

            	 	
              Variable2

            	 	
              February
                2009

            	 	
              April,
                2046

            
	
              II-33-B

            	 	
              $8,039,072.79

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-34-A

            	 	
              $7,635,387.04

            	 	
              Variable2

            	 	
              March
                2009

            	 	
              April,
                2046

            
	
              II-34-B

            	 	
              $7,635,387.04

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-35-A

            	 	
              $7,311,373.10

            	 	
              Variable2

            	 	
              April
                2009

            	 	
              April,
                2046

            
	
              II-35-B

            	 	
              $7,311,373.10

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-36-A

            	 	
              $7,254,959.51

            	 	
              Variable2

            	 	
              May
                2009

            	 	
              April,
                2046

            
	
              II-36-B

            	 	
              $7,254,959.51

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-37-A

            	 	
              $6,359,792.73

            	 	
              Variable2

            	 	
              June
                2009

            	 	
              April,
                2046

            
	
              II-37-B

            	 	
              $6,359,792.73

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-38-A

            	 	
              $5,846,418.95

            	 	
              Variable2

            	 	
              July
                2009

            	 	
              April,
                2046

            
	
              II-38-B

            	 	
              $5,846,418.95

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-39-A

            	 	
              $5,448,020.37

            	 	
              Variable2

            	 	
              August
                2009

            	 	
              April,
                2046

            
	
              II-39-B

            	 	
              $5,448,020.37

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-40-A

            	 	
              $4,980,024.82

            	 	
              Variable2

            	 	
              September
                2009

            	 	
              April,
                2046

            
	
              II-40-B

            	 	
              $4,980,024.82

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-41-A

            	 	
              $4,932,401.05

            	 	
              Variable2

            	 	
              October
                2009

            	 	
              April,
                2046

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              Initial

              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                1A

              Pass-Through
                Rate

            	 	
              Rate
                Change

              Date

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              II-41-B

            	 	
              $4,932,401.05

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-42-A

            	 	
              $4,561,140.13

            	 	
              Variable2

            	 	
              November
                2009

            	 	
              April,
                2046

            
	
              II-42-B

            	 	
              $4,561,140.13

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-43-A

            	 	
              $4,578,075.91

            	 	
              Variable2

            	 	
              December
                2009

            	 	
              April,
                2046

            
	
              II-43-B

            	 	
              $4,578,075.91

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-44-A

            	 	
              $4,277,762.52

            	 	
              Variable2

            	 	
              January
                2010

            	 	
              April,
                2046

            
	
              II-44-B

            	 	
              $4,277,762.52

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-45-A

            	 	
              $4,741,017.80

            	 	
              Variable2

            	 	
              February
                2010

            	 	
              April,
                2046

            
	
              II-45-B

            	 	
              $4,741,017.80

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-46-A

            	 	
              $4,672,798.22

            	 	
              Variable2

            	 	
              March
                2010

            	 	
              April,
                2046

            
	
              II-46-B

            	 	
              $4,672,798.22

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-47-A

            	 	
              $4,560,852.46

            	 	
              Variable2

            	 	
              April
                2010

            	 	
              April,
                2046

            
	
              II-47-B

            	 	
              $4,560,852.46

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-48-A

            	 	
              $4,472,199.33

            	 	
              Variable2

            	 	
              May
                2010

            	 	
              April,
                2046

            
	
              II-48-B

            	 	
              $4,472,199.33

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-49-A

            	 	
              $3,904,783.99

            	 	
              Variable2

            	 	
              June
                2010

            	 	
              April,
                2046

            
	
              II-49-B

            	 	
              $3,904,783.99

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-50-A

            	 	
              $3,529,485.98

            	 	
              Variable2

            	 	
              July
                2010

            	 	
              April,
                2046

            
	
              II-50-B

            	 	
              $3,529,485.98

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-51-A

            	 	
              $3,252,613.38

            	 	
              Variable2

            	 	
              August
                2010

            	 	
              April,
                2046

            
	
              II-51-B

            	 	
              $3,252,613.38

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-52-A

            	 	
              $3,216,670.73

            	 	
              Variable2

            	 	
              September
                2010

            	 	
              April,
                2046

            
	
              II-52-B

            	 	
              $3,216,670.73

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-53-A

            	 	
              $2,919,699.10

            	 	
              Variable2

            	 	
              October
                2010

            	 	
              April,
                2046

            
	
              II-53-B

            	 	
              $2,919,699.10

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-54-A

            	 	
              $2,578,139.65

            	 	
              Variable2

            	 	
              November
                2010

            	 	
              April,
                2046

            
	
              II-54-B

            	 	
              $2,578,139.65

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-55-A

            	 	
              $2,455,548.32

            	 	
              Variable2

            	 	
              December
                2010

            	 	
              April,
                2046

            
	
              II-55-B

            	 	
              $2,455,548.32

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-56-A

            	 	
              $2,116,052.37

            	 	
              Variable2

            	 	
              January
                2011

            	 	
              April,
                2046

            
	
              II-56-B

            	 	
              $2,116,052.37

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-57-A

            	 	
              $1,817,696.04

            	 	
              Variable2

            	 	
              February
                2011

            	 	
              April,
                2046

            
	
              II-57-B

            	 	
              $1,817,696.04

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            
	
              II-58-A

            	 	
              $21,253,212.07

            	 	
              Variable2

            	 	
              March
                2011

            	 	
              April,
                2046

            
	
              II-58-B

            	 	
              $21,253,212.07

            	 	
              Variable2

            	 	 	 	
              April,
                2046

            


    

    _________________________

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

     

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

     

    3       REMIC
      1
      Regular Interest IX will be entitled to all prepayment penalties or charges
      with
      respect to the Group I Mortgage Loans; REMIC 1 Regular Interest IIX will be
      entitled to all prepayment penalties or charges with respect to the Group II
      Mortgage Loans.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    REMIC
      2

    


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

     

    
      	
              Designation

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                2

              Pass-Through

              Rate

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              AA

            	 	
              $1,471,861,593.21

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              A-IA

            	 	
              $5,509,455.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              A-IIA1

            	 	
              $2,899,880.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              A-IIA2

            	 	
              $1,148,975.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              A-IIA3

            	 	
              $2,118,170.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              A-IIA4

            	 	
              $346,230.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M1

            	 	
              $510,645.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M2

            	 	
              $458,080.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M3

            	 	
              $285,360.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M4

            	 	
              $247,815.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M5

            	 	
              $247,815.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M6

            	 	
              $232,795.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M7

            	 	
              $202,755.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M8

            	 	
              $150,190.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M9

            	 	
              $120,150.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M10

            	 	
              $120,150.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              B

            	 	
              $150,190.00

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              ZZ

            	 	
              $15,289,336.70

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              1GRP

            	 	
              $137,650.44

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              1SUB

            	 	
              $27,461.34

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              2GRP

            	 	
              $162,729.48

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              2SUB

            	 	
              $32,464.38

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              Swap
                IO

            	 	
              N/A3   

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              FMR
                IO

            	 	
              N/A4   

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              XX

            	 	
              N/A4   

            	 	
              Variable2

            	 	
              April,
                2046

            


    

    ________________________

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

     

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

     

    3       REMIC
      2
      Regular Interest Swap IO will not have a principal amount but will at all times
      have a notional amount equal to the aggregate principal amounts of the REMIC
      1
      Regular Interests with the designation “A”.

     

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

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    REMIC
      3

    


    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
      income tax purposes, and such segregated pool of assets shall be designated
      as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
      interests” in REMIC 3 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 3
      and each class of uncertificated “regular interests” in REMIC 3:

     

    
      	
              Class
                Designation

            	 	
              Original
                Class

              Certificate
                Principal

              Balance

            	 	
               

              Pass-Through

              Rate

            	 	
               

              Assumed
                Final

              Maturity
                Date1

            
	
              I-A

            	 	
              $1,101,891,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              II-A1

            	 	
              $579,976,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              II-A2

            	 	
              $229,795,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              II-A3

            	 	
              $423,634,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              II-A4

            	 	
              $69,246,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-1

            	 	
              $102,129,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-2

            	 	
              $91,616,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-3

            	 	
              $57,072,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-4

            	 	
              $49,563,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-5

            	 	
              $49,563,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-6

            	 	
              $46,559,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-7

            	 	
              $40,551,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-8

            	 	
              $30,038,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-9

            	 	
              $24,030,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              M-10

            	 	
              $24,030,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              B

            	 	
              $30,038,000

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              Swap
                IO

            	 	
              N/A5   

            	 	
              Variable5

            	 	
              April,
                2046

            
	
              FM
                Reserve IO

            	 	
              N/A5   

            	 	
              Variable5

            	 	
              April,
                2046

            
	
              Class
                C Interest3

            	 	
              $54,068,069.82

            	 	
              Variable2

            	 	
              April,
                2046

            
	
              Class
                P Interest

            	 	
              $100.00

            	 	
              N/A4

            	 	
              April,
                2046

            


    

    ___________________

    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
      3.

     

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

     

    4       The
      Class
      P Interest will not accrue interest.

     

    5       The
      interests designated “Swap IO” and “FM Reserve IO” will not have principal
      amounts or interest rates but will be entitled to 100% of the interest paid
      on
      REMIC 2 Regular Interests Swap IO and FMR IO, respectively. These interests
      will
      not be certificated.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    REMIC CX

    


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

     

    
      	
               

              Designation

            	 	
              Uncertificated
                REMIC CX

              Pass-Through
                Rate

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              Class
                C

            	 	
              Variable2

            	 	
              $54,068,069.82

            	 	
              April,
                2046

            


    

    _________________________

    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.

     

     

     

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    REMIC PX

    


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

     

    
      	
              Designation

            	 	
              Uncertificated
                REMIC PX

              Pass-Through
                Rate

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              Class
                P

            	 	
              N/A2

            	 	
              $100.00

            	 	
              April,
                2046

            


    

    _________________________

    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.

     

     

    
 

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    REMIC
      SwapX

    


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

     

    
      	
              Designation

            	 	
              Uncertificated
                REMIC PX

              Pass-Through
                Rate

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Assumed
                Final

              Maturity
                Date1

            
	
              Class
                Swap IO

            	 	
              N/A2

            	 	
              $0.00

            	 	
              April,
                2046

            


    

    _________________________

    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 SwapX Regular Interest.

     

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

     

     

     

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    
      ARTICLE
        I

       

    

    DEFINITIONS

     

    
      	
              Section
                1.01

            	
              Defined
                Terms.

            


    

     

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

     

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

     

    “1934
      Act”:
      The
      Exchange Act of 1934, as amended.

     

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

     

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

     

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

     

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

     

    “Adjusted
      Net 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 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.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Annual
      Statement of Compliance”:
      As
      defined in Section 3.20(a) hereof.

     

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

     

    “Assessment
      of Compliance”:
      As
      defined in Section 3.21(a) hereof.

     

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

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Attestation
      Report”:
      As
      defined in Section 3.21(b) hereof.

     

    “Available
      Funds”:
      With
      respect to any Distribution Date, an amount equal to the excess of (i) the
      sum of (a) the aggregate of the Monthly Payments on the Mortgage Loans due
      on the related Due Date and received on or prior to the related Determination
      Date, (b) Liquidation
      Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries
      and other unscheduled recoveries of principal and interest in respect of the
      Mortgage Loans during the related Prepayment Period (other than any Prepayment
      Charges collected by the Master Servicer in connection with the full or partial
      prepayment of any of the Mortgage Loans, any Master Servicer Prepayment Charge
      Payment Amount in connection with the Mortgage Loans and any Prepayment Interest
      Excess), (c) the aggregate of any amounts received in respect of an REO
      Property acquired in respect of a Mortgage Loan withdrawn from any REO Account
      and deposited in the Collection Account for such Distribution Date, (d) the
      aggregate of any amounts deposited in the Collection Account by the Master
      Servicer in respect of related Prepayment Interest Shortfalls on the Mortgage
      Loans for such Distribution Date, (e) the aggregate of any Advances made by
      the Master Servicer or the Trustee for such Distribution Date with respect
      to
      the Mortgage Loans, (f) the aggregate of any related advances made by or on
      behalf of the Trustee for such Distribution Date with respect to the Mortgage
      Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts
      constituting proceeds of repurchases or substitutions of the Mortgage Loans
      occurring during the related Prepayment Period over (ii) the sum, without
      duplication, of (a) amounts reimbursable or payable to the Depositor, the
      Master Servicer, the Trustee, the Seller, the NIMS Insurer or any Sub-Servicer
      pursuant to Section 3.11 or Section 3.12 in respect of the Mortgage
      Loans or otherwise payable in respect of Extraordinary Trust Fund Expenses,
      (b) amounts deposited in the Collection Account or the Distribution Account
      pursuant to clauses (i)(a) through (g) above, as the case may be, in error,
      (c) Stayed Funds, (d) any Trustee Fee pursuant to Section 8.05 and any
      indemnification payments or expense reimbursements made by the Trust Fund
      pursuant to Section 8.05, (e) the PMI Insurer Fee payable from the
      Distribution Account and (f) amounts reimbursable to the Trustee for an advance
      made pursuant to Section 7.02(b) which advance the Trustee has determined
      to be nonrecoverable from the Stayed Funds in respect of which it was
      made.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Certificate”:
      Any
      Regular Certificate or Residual Certificate.

     

    “Certificate
      Margin”:
      With
      respect to the Class I-A Certificates on each Distribution Date (A) on or
      prior to the Optional Termination Date, 0.180%
      per
      annum
      and (B) after the Optional Termination Date, 0.360%
      per
      annum. With respect to the Class II-A1 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.070%
      per
      annum and (B) after the Optional Termination Date, 0.140%
      per
      annum. With respect to the Class II-A2 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.130%
      per
      annum and (B) after the Optional Termination Date, 0.260%
      per
      annum. With respect to the Class II-A3 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.190%
      per
      annum and (B) after the Optional Termination Date, 0.380%
      per
      annum. With respect to the Class II-A4 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.290%
      per
      annum and (B) after the Optional Termination Date, 0.580%
      per
      annum. With respect to the Class M-1 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.360%
      per
      annum and (B) after the Optional Termination Date, 0.540%
      per
      annum. With respect to the Class M-2 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.390%
      per
      annum and (B) after the Optional Termination Date, 0.585%
      per
      annum. With respect to the Class M-3 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.420%
      per
      annum and (B) after the Optional Termination Date, 0.630%
      per
      annum. With respect to the Class M-4 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.530%
      per
      annum and (B) after the Optional Termination Date, 0.795%
      per
      annum. With respect to the Class M-5 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.570%
      per
      annum and (B) after the Optional Termination Date, 0.855%
      per
      annum. With respect to the Class M-6 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 0.620%
      per
      annum and (B) after the Optional Termination Date, 0.930%
      per
      annum. With respect to the Class M-7 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 1.200%
      per
      annum and (B) after the Optional Termination Date, 1.800%
      per
      annum. With respect to the Class M-8 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 1.450%
      per
      annum and (B) after the Optional Termination Date, 2.175%
      per
      annum. With respect to the Class M-9 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 2.500%
      per
      annum and (B) after the Optional Termination Date, 3.750%
      per
      annum. With respect to the Class M-10 Certificates on each Distribution Date
      (A) on or prior to the Optional Termination Date, 2.500%
      per
      annum and (B) after the Optional Termination Date, 3.750%
      per
      annum. With respect to the Class B Certificates on each Distribution Date (A)
      on
      or prior to the Optional Termination Date, 2.500%
      per
      annum and (B) after the Optional Termination Date, 3.750%
      per
      annum.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “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 Mezzanine Certificate or Class B Certificate,
      Realized Losses allocated thereto on all prior Distribution Dates and, in the
      case of a Mezzanine Certificate or Class B Certificate, increased by the
      Allocated Realized Loss Amounts reinstated thereto on all prior Distribution
      Dates due to Subsequent Recoveries. With respect to any Class C Certificates
      as
      of any date of determination, an amount equal to the Uncertificated Principal
      Balance of the Class C Interest. The Residual Certificates will not have a
      Certificate Principal Balance.

     

    “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.

     

    “Certification”:
      As
      defined in Section 4.08(b) hereof.

     

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

     

    “Class
      I-A Certificate”:
      Any
      one of the Class I-A Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-1 executed,
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein and evidencing a regular interest
      in REMIC 3.

     

    “Class
      II-A1 Certificate”:
      Any
      one of the Class II-A1 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-2 executed,
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein and evidencing a regular interest
      in REMIC 3.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Class
      II-A2 Certificate”:
      Any
      one of the Class II-A2 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-3 executed,
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein and evidencing a regular interest
      in REMIC 3.

     

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

     

    “Class
      II-A4 Certificate”:
      Any
      one of the Class II-A4 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-5 executed,
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein and evidencing a regular interest
      in REMIC 3.

     

    “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
      B Certificate”:
      Any
      one of the Class B 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 3.

     

    “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), (xi) the aggregate
      Certificate Principal Balance of the Class M-10 Certificates (after taking
      into
      account the payment of the Class M-10 Principal Distribution Amount on such
      Distribution Date) and (xii) 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) 96.40% and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the Overcollateralization Floor.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “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-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 CX.

     

    “Class
      C Interest”
An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class C Certificates and the Class R-CX Interest, evidencing
      a
      Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      C NIM Payment Amount”:
      For
      any Distribution Date (I) on or before the date the NIM Notes are issued, zero,
      (II) from the first Distribution Date after the date on which the NIM Notes
      are
      issued until the principal balance of the NIM Notes has been reduced to zero,
      the amount necessary to pay in full the NIM Notes as provided in the Indenture
      and to pay in full any amounts owed to the NIMS Insurer as provided in the
      Indenture less the amounts payable to the Class C Certificates from the Reserve
      Fund on such Distribution Date and (III) thereafter, zero. 

     

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

     

    “Class
      FMR IO Interest”
An
      uncertificated interest in the Trust Fund, evidencing a Regular Interest in
      REMIC 3 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 3.

     

    “Class M-1
      Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the amount equal to the lesser of (I) the
      aggregate Certificate Principal Balance of the Class M-1 Certificates
      immediately prior to such Distribution Date and (II) the excess of (x) the
      sum
      of (i) the aggregate Certificate Principal Balance of the Class A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date) and (ii) the aggregate
      Certificate Principal Balance of the Class M-1 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product
      of (i) 66.90%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “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 3.

     

    “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) 73.00%
      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-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 3. 

     

    “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) 76.80%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Class
      M-4 Certificate”:
      Any
      one of the Class M-4 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-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 3.

     

    “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) 80.10%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

     

    “Class
      M-5 Certificate”:
      Any
      one of the Class M-5 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-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 3.

     

    “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) 83.40%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “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 3.

     

    “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) 86.50%
      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.

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “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 3.

     

    “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) 89.20%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

     

    “Class M-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 3.

     

    “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) 91.20%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “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 3.

     

    “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) 92.80%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the Overcollateralization
      Floor.

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Class
      M-10 Certificate”:
      Any
      one of the Class M-10 Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-15, executed,
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein and evidencing a regular interest
      in REMIC 3.

     

    “Class
      M-10 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-10 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 M-10 Certificates immediately prior
      to such Distribution Date over (y) the lesser of (A) the product of (i)
      94.40%
      and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “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-18, executed, authenticated and
      delivered by the Trustee, representing the right to distributions as set forth
      herein and therein and evidencing a regular interest in
      REMIC 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
      3
      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-19, executed, authenticated and
      delivered by the Trustee, evidencing the ownership of the Class R-1 Interest,
      the Class R-2 Interest and the Class R-3 Interest.

     

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

     

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

     

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

     

    “Class
      R-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-20, executed,
      authenticated and delivered by the Trustee, evidencing the ownership of the
      Class R-CX Interest and the Class R-SwapX Interest.

     

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

     

    “Class
      R-PX Certificate”:
      Any
      one of the Class R-PX Certificates as designated on the face thereof
      substantially in the form annexed hereto as Exhibit A-21, executed,
      authenticated and delivered by the Trustee, evidencing the ownership of the
      Class R-PX Interest.

     

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

     

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

     

    “Class
      Swap IO Interest”:
      An
      uncertificated interest in the Trust Fund, evidencing a Regular Interest in
      REMIC 3 for purposes of the REMIC Provisions.

     

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

     

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

     

    “Closing
      Date”:
      March
      7, 2006.

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “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 2006-2, Asset-Backed Certificates, Series 2006-2” and which must be an
      Eligible Account.

     

    “Commission”:
      The
      Securities and Exchange Commission.

     

    “Compensating
      Interest”:
      As
      defined in Section 3.24.

     

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

     

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

     

    

      
        	
                REMIC
                  2 Regular Interest

              	
                Corresponding
                  Certificate

              
	
                IA

              	
                Class
                  I-A Certificates

              
	
                IIA1

              	
                Class
                  II-A1 Certificates

              
	
                IIA2

              	
                Class
                  II-A2 Certificates

              
	
                IIA3

              	
                Class
                  II-A3 Certificates

              
	
                IIA4

              	
                Class
                  II-A4 Certificates

              
	
                M1

              	
                Class
                  M-1 Certificates

              
	
                M2

              	
                Class
                  M-2 Certificates

              
	
                M3

              	
                Class
                  M-3 Certificates

              
	
                M4

              	
                Class
                  M-4 Certificates

              
	
                M5

              	
                Class
                  M-5 Certificates

              
	
                M6

              	
                Class
                  M-6 Certificates

              
	
                M7

              	
                Class
                  M-7 Certificates

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        	
                REMIC
                  2 Regular Interest

              	
                Corresponding
                  Certificate

              
	
                M8

              	
                Class
                  M-8 Certificates

              
	
                M9

              	
                Class
                  M-9 Certificates

              
	
                M10

              	
                Class
                  M-10 Certificates

              
	
                B

              	
                Class
                  B Certificates

              
	
                Class
                  C Interest

              	
                Class
                  C Certificates

              
	
                P
                  and the Class P Interest

              	
                Class
                  P Certificates 

              


      

    

     

    “Counterparty
      Payment”:
      With
      respect to any Distribution Date is an amount equal to the product of (i)
      USD-LIBOR-BBA for such Distribution Date, (ii) the Swap Notional Amount for
      such
      Distribution Date and (iii) a fraction, the numerator of which is the actual
      number of days elapsed in the related Calculation Period and the denominator
      of
      which is 360.

     

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

     

    “Cumulative
      Loss Trigger Event”:
      A
      Cumulative Loss Trigger Event has occurred with respect to any Distribution
      Date
      in or after April 2008, 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:

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date Occurring in 

            	
              Cumulative
                Loss Percentage

            
	 	 
	
              April
                2008 through March 2009

            	
              1.35%
                for the first month, plus an additional 1/12th of 1.65%
                for each month thereafter.

            
	 	 
	
              April
                2009 through March 2010

            	
              3.00%
                for the first month, plus an additional 1/12th of 1.50%
                for each month thereafter.

            
	 	 
	
              April
                2010 through March 2011

            	
              4.50%
                for the first month, plus an additional 1/12th of 1.50%
                for each month thereafter.

            
	 	 
	
              April
                2011 through March 2012

            	
              6.00%
                for the first month, plus an additional 1/12th of 0.50%
                for each month thereafter.

            
	 	 
	
              April
                2012 and thereafter 

            	
              6.50%
                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, March 1, 2006; and with respect
      to
      each Qualified Substitute Mortgage Loan, its date of substitution, as
      applicable.

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “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 39.20%
      of the
      Credit Enhancement Percentage.

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    “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 2006-2, Asset-Backed
      Certificates, Series 2006-2” 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 April
      2006.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Final
      Maturity Reserve Funding Date”:
      The
      earlier of (a) the Distribution Date in March 2036 and (b) the Distribution
      Date
      on which the amount on deposit in the Final Maturity Reserve Account (after
      giving effect to all distributions on such Distribution Date other than
      distributions from the Final Maturity Reserve Account) is equal to the Stated
      Principal Balance of the Mortgage Loans having 40-year original terms to
      maturity (after giving effect to scheduled payments of principal due during
      the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment
      Period).

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    “Final
      Maturity Reserve Rate”:
      (i) An
      annual rate of 0.6140% if the constant prepayment rate of the Mortgage Loans
      is
      equal to or less than 5% and (ii) an annual rate of 0.1795% if the constant
      prepayment rate of the Mortgage Loans is equal to or less than 15% but greater
      than 5%.

     

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

     

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

     

    “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 (x) LIBOR plus the related
      Certificate Margin and (y) 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.

     

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

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    “Group I
      Closing Date Mortgage Loans”:
      Any of
      the Group I Mortgage Loans included in the Trust Fund on the Closing Date.
      The aggregate Cut-off Date Principal Balance of the Group I Closing Date
      Mortgage Loans is equal to $1,376,504,379.59.

     

    “Group
      I Final Maturity Reserve Amount”:
      With
      respect to any Distribution Date (a) on and after the Distribution Date in
      March
      2016 up to and including the Final Maturity Reserve Funding Date, if the
      constant prepayment rate of the Mortgage Loans is equal to or less than 15%
      on
      such Distribution Date, the lesser of (A) the product of (i) the Final Maturity
      Reserve Rate, (ii) the aggregate Stated Principal Balance of the Group I
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Group I Mortgage Loans for which prepayments in full have
      been
      received and distributed in the month prior to that Distribution Date) and
      (iii)
      a fraction, the numerator of which is the actual number of days in the related
      Accrual Period and the denominator of which is 360 and (B) the Final Maturity
      Reserve Shortfall for such Distribution Date multiplied by a fraction, (1)
      the
      numerator of which is the aggregate Stated Principal Balance of the Group I
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Group I Mortgage Loans for which prepayments in full have
      been
      received and distributed in the month prior to that Distribution Date), and
      (2)
      the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Mortgage Loans for which prepayments in full have been received
      and distributed in the month prior to that Distribution Date), and (b) on any
      other Distribution Date, zero.

     

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

     

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

     

    “Group
      I Net Swap Payment”:
      With
      respect to any Distribution Date, the Net Swap Payment for such Distribution
      Date multiplied by the Group I Swap Percentage for such Distribution
      Date.

     

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

     

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

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    “Group I
      Principal Remittance Amount”:
      With
      respect to any Distribution Date, the sum of (i) all scheduled payments of
      principal collected or advanced on the Group I Mortgage Loans by the Master
      Servicer that were due during the related Due Period, (ii) all partial and
      full
      principal prepayments of the Group I Mortgage Loans applied by the Master
      Servicer during the related Prepayment Period, (iii) the principal portion
      of
      all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries
      received during the related Prepayment Period with respect to the Group I
      Mortgage Loans, (iv) that portion of the Purchase Price, representing principal
      of any repurchased Group I Mortgage Loan, deposited to the Collection
      Account during the related Prepayment Period, (v) the principal portion of
      any
      Substitution Adjustments deposited in the Collection Account during the related
      Prepayment Period with respect to the Group I Mortgage Loans and (vi) on
      the Distribution Date on which the Trust is to be terminated in accordance
      with
      this Agreement, that portion of the Termination Price representing principal
      with respect to the Group I Mortgage Loans.

     

    “Group
      I Senior Certificates”:
      The
      Class I-A Certificates.

     

    “Group
      I Senior Principal Distribution Amount”:
      With
      respect to any Distribution Date, 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) 60.10%
      and (ii)
      the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus 0.50% of the aggregate Stated Principal
      Balance of the Group I Mortgage Loans as of the Cut-off Date.

     

    “Group
      I Swap Payment”:
      With
      respect to any Distribution Date, the Swap Payment for such Distribution Date
      multiplied by the Group I Swap Percentage for such Distribution
      Date.

     

    “Group
      I Swap Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate Stated Principal Balance of the Group I
      Mortgage Loans and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans, in each case, 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).


     

    “Group
      I Swap Termination Payment”:
      The
      Swap Termination Payment payable by the Trust multiplied by the Group I Swap
      Percentage for such Distribution Date.

     

    “Group II
      Closing Date Mortgage Loans”:
      Any of
      the Group II Mortgage Loans included in the Trust Fund on the Closing Date.
      The aggregate Cut-off Date Principal Balance of the Group II Closing Date
      Mortgage Loans is equal to $1,627,294,790.23.

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    “Group
      II Final Maturity Reserve Amount”:
      With
      respect to any Distribution Date (a) on and after the Distribution Date in
      March
      2016 up to and including the Final Maturity Reserve Funding Date, if the
      constant prepayment rate of the Mortgage Loans is equal to or less than 15%
      on
      such Distribution Date, the lesser of (A) the product of (i) the Final Maturity
      Reserve Rate, (ii) the aggregate Stated Principal Balance of the Group II
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Group II Mortgage Loans for which prepayments in full have
      been
      received and distributed in the month prior to that Distribution Date) and
      (iii)
      a fraction, the numerator of which is the actual number of days in the related
      Accrual Period and the denominator of which is 360 and (B) the Final Maturity
      Reserve Shortfall for such Distribution Date multiplied by a fraction, (1)
      the
      numerator of which is the aggregate Stated Principal Balance of the Group II
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Group II Mortgage Loans for which prepayments in full have
      been
      received and distributed in the month prior to that Distribution Date), and
      (2)
      the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans on the first day of the related Due Period (not including for
      this purpose the Mortgage Loans for which prepayments in full have been received
      and distributed in the month prior to that Distribution Date), and (b) on any
      other Distribution Date, zero.

     

    “Group II
      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 Net Swap Payment”:
      With
      respect to any Distribution Date, the Net Swap Payment for such Distribution
      Date multiplied by the Group II Swap Percentage for such Distribution
      Date.

     

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

     

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

     

    “Group II
      Principal Remittance Amount”:
      With
      respect to any Distribution Date, the sum of (i) all scheduled payments of
      principal collected or advanced on the Group II Mortgage Loans by the
      Master Servicer that were due during the related Due Period, (ii) all partial
      and full principal prepayments of the Group II Mortgage Loans applied by
      the Master Servicer during the related Prepayment Period, (iii) the principal
      portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent
      Recoveries received during the related Prepayment Period with respect to the
      Group II Mortgage Loans, (iv) that portion of the Purchase Price,
      representing principal of any repurchased Group II Mortgage Loan, deposited
      to the Collection Account during the related Prepayment Period, (v) the
      principal portion of any Substitution Adjustments deposited in the Collection
      Account during the related Prepayment Period with respect to the Group II
      Mortgage Loans and (vi) on the Distribution Date on which the Trust is to
      be terminated in accordance with this Agreement, that portion of the Termination
      Price representing principal with respect to the Group II Mortgage
      Loans.

    
      
        
        

      

      
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    “Group II
      Senior Certificates”:
      The
      Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
      Certificates and the Class II-A4 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) 60.10%
      and
      (ii) the aggregate Stated Principal Balance of the Group II Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Group II Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      0.50% of the aggregate Stated Principal Balance of the Group II Mortgage Loans
      as of the Cut-off Date.

     

    “Group
      II Swap Payment”:
      With
      respect to any Distribution Date, the Swap Payment for such Distribution Date
      multiplied by the Group II Swap Percentage for such Distribution
      Date.

     

    “Group
      II Swap Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate Stated Principal Balance of the Group II
      Mortgage Loans and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans, in each case, 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).

     

    “Group
      II Swap Termination Payment”:
      The
      Swap Termination Payment payable by the Trust multiplied by the Group II Swap
      Percentage for such Distribution Date.

     

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

     

    “Independent”:
      When
      used with respect to any specified Person, any such Person who (a) is in
      fact independent of the Depositor, the Master Servicer and their respective
      Affiliates, (b) does not have any direct financial interest in or any
      material indirect financial interest in the Depositor or the Master Servicer
      or
      any Affiliate thereof, and (c) is not connected with the Depositor or the
      Master Servicer or any Affiliate thereof as an officer, employee, promoter,
      underwriter, trustee, trust administrator, partner, director or Person
      performing similar functions; provided, however,
      that a
      Person shall not fail to be Independent of the Depositor or the Master Servicer
      or any Affiliate thereof merely because such Person is the beneficial owner
      of
      1% or less of any class of securities issued by the Depositor or the Master
      Servicer or any Affiliate thereof, as the case may be.

    
      
        
        

      

      
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    “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 (i) to be applied to the
      restoration of the related Mortgaged Property or released to the Mortgagor
      in
      accordance with the procedures that the Master Servicer would follow in
      servicing mortgage loans held for its own account, subject to the terms and
      conditions of the related Mortgage Note and Mortgage or (ii) Gross Subsequent
      Recoveries with respect to such Mortgage Loan.

     

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

     

    “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.

    
      
        
        

      

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

     

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

     

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

     

    (ii)           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.

     

    “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 3.16(c), Section 3.23 or Section 9.01.

    
      
        
        

      

      
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    “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.

     

    “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 2 Regular Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2,
      M3,
      M4, M5, M6, M7, M8, M9, M10, B and ZZ, with (A) the rates on each such REMIC
      2
      Regular Interest (other the REMIC 2 Regular Interest ZZ) subject to a floor
      and
      a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for the
      Corresponding Certificate for such REMIC 2 Regular Interest, and (ii) the Net
      WAC Rate for the Corresponding Certificates as computed for federal income
      tax
      purposes, (B) the rate on REMIC 2 Regular Interest ZZ subject to a cap of zero
      for purposes of this calculation, and (C) the rates on all of the REMIC 2
      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 2 Regular
      Interest and the denominator of which is 30.

    
      
        
        

      

      
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    “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.

     

    “Maximum
      Cap Rate”:
      

     

    For
      any
      Distribution Date and the Group I Senior Certificates, a per annum rate equal
      to
      (a) the product of (i) 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 and (ii) the sum of (I) a fraction (1) the numerator
      of which is the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the Due Date in the month preceding the month of such Distribution Date, and
      (2)
      the denominator of which is aggregate Certificate Principal Balance of the
      Class
      A Certificates, the Mezzanine Certificates and the Class B Certificates
      immediately prior to such Distribution Date, and (II) a fraction (1) the
      numerator of which is (A) any Net Counterparty Payment for such Distribution
      Date less (B) the Aggregate Final Maturity Reserve Amount for such Distribution
      Date less (C) any unpaid Swap Termination Payment payable by the Trust,
      including any amount remaining unpaid from prior Distribution Dates (unless
      the
      Swap Counterparty is the Defaulting Party or the sole Affected Party (each,
      as
      defined in the Swap Agreement)), less (D) the Net Swap Payment, if any, for
      such
      Distribution Date, in each case multiplied by 12, and (2) the denominator of
      which is the aggregate Certificate Principal Balance of the Class A
      Certificates, the Mezzanine Certificates and the Class B Certificates
      immediately prior to 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 product of (i) 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 and (ii) the sum of (I) a fraction (1) the
      numerator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Due Date in the month preceding the month of such Distribution
      Date, and (2) the denominator of which is aggregate Certificate Principal
      Balance of the Class A Certificates, the Mezzanine Certificates and the Class
      B
      Certificates immediately prior to such Distribution Date, and (II) a fraction
      (1) the numerator of which is (A) any Net Counterparty Payment for such
      Distribution Date less (B) the Aggregate Final Maturity Reserve Amount for
      such
      Distribution Date less (C) any unpaid Swap Termination Payment payable by the
      Trust, including any amount remaining unpaid from prior Distribution Dates
      (unless the Swap Counterparty is the Defaulting Party or the sole Affected
      Party
      (each, as defined in the Swap Agreement)), less (D) the Net Swap Payment, if
      any, for such Distribution Date, in each case multiplied by 12, and (2) the
      denominator of which is the aggregate Certificate Principal Balance of the
      Class
      A Certificates, the Mezzanine Certificates and the Class B Certificates
      immediately prior to 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.

    
      
        
        

      

      
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    For
      any
      Distribution Date and the Mezzanine Certificates and the Class B Certificates,
      a
      per annum rate equal to 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 (1) the Maximum Cap Rate with respect to the Group
      I Senior Certificates and (2) the Maximum Cap Rate with respect to the Group
      II
      Senior Certificates 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.

     

    “Maximum
      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 2
      Regular Interest ZZ and an Uncertificated Principal Balance equal to the excess
      of (x) the Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ
      over
      (y) the REMIC 2 Overcollateralized Amount, in each case for such Distribution
      Date, over (ii) Uncertificated Accrued Interest on REMIC 2 Regular Interests
      A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10
      and B, with the rate on each such REMIC 2 Regular Interest subject to a floor
      and a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for
      the
      Corresponding Certificate for such REMIC 2 Regular Interest, and (ii) the Net
      WAC Rate for the Corresponding Certificates as computed for federal income
      tax
      purposes; provided, however, that for this purpose, calculations of the
      Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
      to
      all of the REMIC 2 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.

     

    “MERS”:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor thereto.
      

     

    “MERS®
      System”:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    “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, the Class
      M-9 Certificates and the Class M-10 Certificates.

     

    “MIN”:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

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

    
      
        
        

      

      
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    “MOM
      Loan”:
      With
      respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
      Loan, solely as nominee for the originator of such Mortgage Loan and its
      successors and assigns, at the origination thereof.

     

    “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.

     

    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.

    
      
        
        

      

      
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    “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;

     

    (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;

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (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
      Origination 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;

     

    (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; 

     

    (xxx)          a
      code indicating that such Mortgage Loan is covered under the PMI Policy, if
      applicable; and

     

    (xxxi)         with
      respect to each MOM Loan, the related MIN.

     

    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.

    
      
        
        

      

      
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    “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 0.125%
      (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.

     

    “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
      Counterparty Payment”:
      With
      respect to any Distribution Date, the amount, if any, by which the Counterparty
      Payment for such Distribution Date exceeds the Swap Payment for such
      Distribution Date. 

     

    “Net
      Liquidation Proceeds”:
      With
      respect to any Liquidated Mortgage Loan or any other disposition of related
      Mortgaged Property (including REO Property), the related Liquidation Proceeds
      net of Advances, 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, (b) any Remaining Principal
      Distribution Amount and (c) 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, (C) the Net Swap Payment, (D) the
      Aggregate Final Maturity Reserve Amount, (E) any unpaid Swap Termination Payment
      payable by the Trust, including any amount remaining unpaid from prior
      Distribution Dates (unless the Swap Counterparty is the Defaulting Party or
      the
      sole Affected Party (each, as defined in the Swap Agreement)), and (F) the
      Principal Remittance Amount.

    
      
        
        

      

      
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    “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
      Swap Payment”:
      With
      respect to any Distribution Date, the amount, if any, by which the Swap Payment
      exceeds the Counterparty Payment on such Distribution Date. 

     

    “Net
      WAC Rate”:
      

     

    For
      any
      Distribution Date (other than the first Distribution Date) and the Group I
      Senior Certificates is a per annum rate equal to (a) the excess, if any, of
      (i)
      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 over (ii)
      the percentage equivalent of a fraction, (1) the numerator of which is the
      sum
      of (A) the Group I Final Maturity Reserve Amount for such Distribution Date,
      (B)
      any unpaid Group I Swap Termination Payment, including any amount remaining
      unpaid from prior Distribution Dates (unless the Swap Counterparty is the
      Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), and (C) the Group I Net Swap Payment, if any, for such Distribution
      Date, in each case multiplied by 12, and (2) the denominator of which is the
      aggregate Stated Principal Balance of the Group I Mortgage Loans 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 2 Pass-Through Rate for
      REMIC 2 Regular Interest 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 (other than the first Distribution Date) and the Group II
      Senior Certificates is a per annum rate equal to (a) the excess, if any, of
      (i)
      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 over (ii)
      the percentage equivalent of a fraction, (1) the numerator of which is the
      sum
      of (A) the Group II Final Maturity Reserve Amount for such Distribution Date,
      (B) any unpaid Group II Swap Termination Payment, including any amount remaining
      unpaid from prior Distribution Dates (unless the Swap Counterparty is the
      Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), and (C) the Group II Net Swap Payment, if any, for such
      Distribution Date, in each case multiplied by 12, and (2) the denominator of
      which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
      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
      2
      Pass-Through Rate for REMIC 2 Regular Interest 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.

    
      
        
        

      

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

     

    The
      Net
      WAC Rate determined for federal income tax purposes may differ from the Net
      WAC
      Rate. In particular, the Net WAC Rate for federal income tax purposes will
      not
      be reduced by the amount of any Swap Termination Payment. The treatment of
      differences between the Net WAC rate and the Rate determined for federal income
      tax purposes is provided in Section 10.01(l).

     

    “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 distributable 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 distributable 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 distributed
      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, the NIMS Issuer, the Master
      Servicer, the Trustee and/or 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 the NIMS Issuer, 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.

    
      
        
        

      

      
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    “NIMS
      Issuer”:
      One or
      more Affiliates of the Depositor and/or one or more entities sponsored by an
      Affiliate of the Depositor.

     

    “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.

     

    “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. The Notional Amount of the Class Swap IO Interest, the Class
      Swap IO Upper-Tier Interest and REMIC 2 Regular Interest Swap IO will at all
      times equal the Uncertificated Principal Balances of the REMIC 1 Regular
      Interests with the designation “A” on such Distribution Date.

     

    “Officers’
      Certificate”:
      A
      certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
      the President or a vice president (however denominated), 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 aggregate Stated Principal Balance of
      the
      Mortgage Loans and each REO Property remaining in the Trust Fund is equal to
      or
      less than 10% of the Cut-off Date Principal Balance of the Closing Date Mortgage
      Loans.

     

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

     

    “Original
      Class Notional Amount”:
      With
      respect to the Class C Interest, $3,003,799,169.82.

     

    “Origination
      Value”:
      With
      respect to any Mortgaged Property, the lesser of (i) the Appraised Value thereof
      and (ii) the value thereof as determined and assigned at origination by a review
      appraisal conducted by the Seller.

     

    “Other
      NIM Notes”:
      Net
      Interest Margin Securities, if any, issued by the NIMS Issuer, which are backed,
      in whole or in part, by the cashflow on certain Class C Certificates and the
      Class P Certificates and not insured by any NIMS Insurer.

    
      
        
        

      

      
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    “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”:
      0.50%
      of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    “Overcollateralization
      Target Amount”:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date,
      1.80%
      of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date,
      (ii) on or after the Stepdown Date provided a Trigger Event is not in effect,
      the greater of (x) the lesser of (I) 1.80%
      of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date
      and (II) 3.60%
      of 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 (y) 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date, 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.

     

    “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 for any Certificate (other
      than the Class C Certificates, Class P Certificates and Class R Certificates)
      will never exceed the Net WAC Rate for such Certificate, as such Net WAC Rate
      is
      determined for federal income tax purposes. Amounts (other than principal)
      paid
      on the Certificates (other than the Class C Certificates, Class P Certificates
      and Class R Certificates) in excess of the Net WAC Rate as determined for
      federal income tax purposes shall be treated as paid outside of any
      REMIC.

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    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 3 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1,
      M2,
      M3, M4, M5, M6, M7, M8, M9, M10, B and ZZ. For purposes of calculating the
      Pass-Through Rate for the Class C Interest, the numerator is equal to the sum
      of
      the following components:

     

    (A)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 3 Regular Interest AA minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest AA;

     

    (B)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IA
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-IA;

     

    (C)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC 2 Regular Interest A-IIA1;

     

    (D)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC 2 Regular Interest A-IIA2;

     

    (E)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC 2 Regular Interest A-IIA3;

     

    (F)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA4
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC 2 Regular Interest A-IIA4;

     

    (G)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M1 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M1;

     

    (H)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M2 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M2; 

     

    (I)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M3 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M3; 

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    (J)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M4 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M4;

     

    (K)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M5 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M5;

     

    (L)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M6 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M6;

     

    (M)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M7 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M7;

     

    (N)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M8 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M8;

     

    (O)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M9 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M9; 

     

    (P)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M10 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M10; 

     

    (Q)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest B minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest B; and

     

    (R)           the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest ZZ minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest ZZ.

     

    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.

     

    With
      respect to the Class Swap IO Interest, the Class Swap IO Interest shall not
      have
      a Pass-Through Rate, but will be entitled to 100% of the interest paid by REMIC
      2 Regular Interest Swap IO. The Class Swap IO Upper-Tier Interest will not
      have
      a Pass-Through Rate but will be entitled to 100% of the interest paid on the
      Class Swap IO Interest.

     

    With
      respect to the Class FMR IO Interest and any Distribution Date, a per annum
      rate
      equal to the Final Maturity Rate. However, for federal income tax purposes
      and
      under the REMIC Provisions, the Class FMR IO Interest will not have a
      Pass-Through Rate, but will be entitled to 100% of the interest paid by REMIC
      2
      Regular Interest FMR IO.

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    “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;

     

    (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 the highest available rating category of Fitch, 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;

    
      
        
        

      

      
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    (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

     

    (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.

    
      
        
        

      

      
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    “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
      or 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 plus any applicable premium taxes on the PMI Mortgage Loans located
      in the States of West Virginia and Kentucky.

     

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

     

    “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.

     

    “Preference
      Claim”:
      As
      defined in Section 4.02 hereof.

     

    “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;

    
      
        
        

      

      
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    (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 Excess”:
      With
      respect to any Distribution Date, for each Mortgage Loan for which a Principal
      Prepayment in full is applied on or after the first calendar day of the month
      of
      such Distribution Date and before the 15th calendar day of such month, the
      amount of interest collected on such Principal Prepayment in full at the
      applicable Net Mortgage Rate from the first day of the month in which such
      Distribution Date occurs through the day on which such Principal Prepayment
      is
      applied.

     

    “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 month in which
      such
      Distribution Date occurs, 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 month in which such Principal
      Prepayment is applied and (ii) 30 days. The obligations of the Master
      Servicer in respect of any Prepayment Interest Shortfall are set forth in
      Section 3.24. For avoidance of doubt, no Prepayment Interest Shortfalls
      shall exist with respect to Principal Prepayments in full which are applied
      during the period from the first through the 14th day of the month of the
      related Distribution Date.

     

    “Prepayment
      Period”:
      With
      respect to any Distribution Date, (i) the period from the 15th day of the month
      immediately preceding the month in which such Distribution Date occurs (or
      in
      the case of the first Distribution Date, the Cut-off Date) through the 14th
      day
      of the month in which such Distribution Date occurs, inclusive, for purposes
      of
      Principal Prepayments in full; and (ii) the calendar month immediately preceding
      the calendar month in which such Distribution Date occurs, for any other
      purpose. Except for purposes of calculating Prepayment Interest Excess,
      Principal Prepayments made during the calendar month immediately preceding
      the
      Cut-off Date and received by the Master Servicer shall be deemed to be received
      after the Cut-off Date and during the Prepayment Period related to the first
      Distribution Date.

     

    “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.

    
      
        
        

      

      
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    “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 28, 2006 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) or in Section 6(lxi) 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.

    
      
        
        

      

      
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    “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.

    
      
        
        

      

      
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    “Rate
      Change Date”:
      With
      respect to any REMIC 1 Regular Interest, the Distribution Date occurring in
      the
      month set forth as the Rate Change Date for such REMIC 1 Regular Interest in
      the
      Preliminary Statement.

     

    “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 C Certificates, the Class P 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.

     

    “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.

     

    “Regulation
      AB”:
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Relief
      Act”:
      The
      Servicemembers’ Civil Relief Act of 2003 or similar state or local
      law.

    
      
        
        

      

      
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    “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.

     

    “Remaining
      Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the Principal Distribution
      Amount remaining after the distributions set forth in Section 4.01(c)(i) through
      (iii).

     

    “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, the Supplemental Interest Account, the Final Maturity Reserve
      Account and the Master Servicer Prepayment Charge Payment Amounts.

     

    “REMIC
      1 Group I Regular Interests”:
      REMIC
      1 Regular Interest I and REMIC 1 Regular Interest I-1-A through REMIC 1 Regular
      Interest I-58-B as designated in the Preliminary Statement hereto.

     

    “REMIC
      1 Group II Regular Interests”:
      REMIC
      1 Regular Interest II-1-A through REMIC 1 Regular Interest II-58-B as designated
      in the Preliminary Statement hereto.

     

    “REMIC
      1 Regular Interest”:
      Any of
      the 238 separate non-certificated beneficial ownership interests in REMIC 1
      issued hereunder and designated as a “regular interest” in REMIC 1. Each REMIC 1
      Regular Interest 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
      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 REMIC 3, as holder of
      the
      REMIC 2 Regular Interests 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.

    
      
        
        

      

      
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    “REMIC
      2 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 2 Pass-Through
      Rate for REMIC 3 Regular Interest AA minus the Marker Rate, divided by (b)
      12.

     

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

     

    “REMIC
      2 Overcollateralized Amount”:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Principal Balances of the REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2,
      A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B, and ZZ minus (ii)
      the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular
      Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7,
      M8,
      M9, M10, and B, in each case as of such date of determination.

     

    “REMIC
      2 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 2 Regular Interest
      A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10
      and B and the denominator of which is the aggregate of the Uncertificated
      Principal Balances of REMIC 3 Regular Interests A-IA, A-IIA1, A-IIA2, A-IIA3,
      A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B and ZZ.

     

    “REMIC
      2 Regular Interest”:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC 2 issued
      hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2
      Regular Interest shall accrue interest at the related Uncertificated REMIC
      2
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal (other than REMIC 2 Regular Interests Swap IO and
      FMR
      IO), 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. The following is a list of each of the REMIC 2 Regular
      Interests: REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-IA, REMIC
      2
      Regular Interest A-IIA1, REMIC 2 Regular Interest A-IIA2, REMIC 2 Regular
      Interest A-IIA3, REMIC 2 Regular Interest A-IIA4, REMIC 2 Regular Interest
      M1,
      REMIC 2 Regular Interest M2, REMIC 2 Regular Interest M3, REMIC 2 Regular
      Interest M4, REMIC 2 Regular Interest M5, REMIC 2 Regular Interest M6, REMIC
      2
      Regular Interest M7, REMIC 2 Regular Interest M8, REMIC 2 Regular Interest
      M9,
      REMIC 2 Regular Interest M10, REMIC 2 Regular Interest B, REMIC 2 Regular
      Interest ZZ, REMIC 2 Regular Interest XX, REMIC 2 Regular Interest 1SUB, REMIC
      2
      Regular Interest 1GRP and REMIC 2 Regular Interest 2SUB, REMIC 2 Regular
      Interest 2GRP, REMIC 2 Regular Interest Swap IO and REMIC 2 Regular Interest
      FMR
      IO.

     

    “REMIC
      3”:
      The
      segregated pool of assets consisting of all of the REMIC 2 Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Holders of the Regular
      Certificates (other than the Class P Certificates and the Class Swap IO
      Upper-Tier Interest), REMIC CX, as the holder of the Class C Interest, REMIC
      PX,
      as the holder of the Class P Interest, REMIC SwapX as holder of the Class Swap
      IO Interest, and the Class R Certificateholders, as holders of the Class R-3
      Interest, pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    “REMIC
      3 Regular Interests”:
      The
      Class C Interest, the Class P Interest, the Class Swap IO Interest, and the
      Class FM Reserve IO 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
      FM Rate”:
      For
      any Distribution Date beginning with the Distribution Date in March 2013 through
      the Distribution Date in March 2036, a rate equal to the Final Maturity Reserve
      Rate. For all other Distribution Dates, 0.00%.

     

    “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.

     

    “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, the REMIC 2 Regular Interests and the REMIC 3 Regular
      Interests.

     

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

     

    “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.

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Replacement
      Payment”:
      As
      defined in Section 3.30(b) hereof.

     

    “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.

     

    “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.

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

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

     

    “Residual
      NIM Holder”:
      As
      defined in Section 3.16(c) hereof.

     

    “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, and including
      any
      expenses incurred in relation to any such proceedings that result from the
      Mortgage Loan being registered in the MERS® System, (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.

     

    “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.

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Stepdown
      Date”:
      The
      earlier of (a) the later of (i) the Distribution Date in April 2009 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 39.90%
      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 with respect to the Mezzanine Certificates and the Class
      B
      Certificates, a per annum rate (subject to adjustment based on the actual number
      of days elapsed in the related Interest Accrual Period) equal to the weighted
      average (weighted on the basis of the results of subtracting from the aggregate
      Stated Principal Balance of each Loan Group the current aggregate Certificate
      Principal Balance of the related Class A Certificates) of the Net WAC
      Pass-Through Rate for the Group I Certificates and the Net WAC Pass-Through
      Rate
      for the Group II Certificates. For federal income tax purposes, for any
      Distribution Date with respect to the regular interests in REMIC 3 the ownership
      of which is represented by the Mezzanine Certificates, the economic equivalent
      of such rate shall be expressed as the weighted average (adjusted for the actual
      number of days elapsed in the related Interest Accrual Period) of the
      Uncertificated REMIC 2 Pass-Through Rates on (a) REMIC 2 Regular Interest 1SUB,
      subject to a cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
      Rate for REMIC 2 Regular Interest 1GRP and (b) REMIC 2 Regular Interest 2SUB,
      subject to a cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
      Rate for REMIC 2 Regular Interest 2GRP, weighted on the basis of the
      Uncertificated Principal Balance of each such REMIC 2 Regular
      Interest.

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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.

     

    “Subsequent
      Recoveries”:
      The
      Gross Subsequent Recoveries net of amounts payable or reimbursable to the Master
      Servicer for related (i) Advances, (ii) Servicing Advances and (iii) Servicing
      Fees.

     

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

     

    “Supplemental
      Interest Account”:
      As
      defined in Section 4.09(a) hereof. 

     

    “Swap
      Agreement”:
      The
      swap agreement consisting of a 1992 ISDA Master Agreement (Multicurrency Border)
      and a schedule dated as of the Closing Date and the related confirmation
      thereto, between the Trustee on behalf of the Trust and the Swap Counterparty,
      attached as Exhibit B1 hereto, as such agreement may be amended and
      supplemented in accordance with its terms.

     

    “Swap
      Counterparty”:
      Bank
      of America, N.A., or any successor in interest thereto in accordance with the
      Swap Agreement.

     

    “Swap
      Default”:
      The
      effective designation of an Early Termination Date in respect of the Swap
      Agreement following the occurrence of a Swap Event of Default, a Termination
      Event with respect to the Swap Agreement or an Additional Termination Event
      with
      respect to the Swap Agreement.

     

    “Swap
      Event of Default”:
      An
“Event of Default” as such term is defined in the Swap Agreement.

     

    


    
      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

    

    


    “Swap
      LIBOR”:
      A per annum rate equal to the floating rate payable by the Swap Provider under
      the Swap Agreement.

     

    “Swap
      Notional Amount”:
      With
      respect to any Distribution Date is the amount set forth on Schedule II attached
      hereto with respect to such Distribution Date.

     

    “Swap
      Payment”:
      With
      respect to each Distribution Date, an amount equal to the product of (a)
      5.000%,
      (b) the
      Swap Notional Amount and (c) a fraction, the numerator of which is 30 and the
      denominator of which 360.

     

    “Swap
      Rate”:
      With
      respect to any Distribution Date, the rate payable by the Trust as specified
      in
      the Swap Agreement.

     

    “Swap
      Termination Payment”:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Trust to the Supplemental Interest Account for
      payment to the Swap Counterparty, or by the Swap Counterparty to the
      Supplemental Interest Account for payment to the Trust, as applicable, pursuant
      to the terms of the Swap Agreement.

     

    “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.

     

    “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
      Event”:
      As
      defined in the Swap Agreement.

     

    “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.

    


    
      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

    

    


    “Trust”:
      Long
      Beach Mortgage Loan Trust 2006-2, 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 3, REMIC CX, REMIC PX, REMIC SwapX, the
      Reserve Fund, the Supplemental Interest Account, the Final Maturity Reserve
      Account and any Master Servicer Prepayment Charge Payment Amounts and the
      Trust’s rights under the Swap Agreement.

     

    “Trust
      REMIC”:
      Any of
      REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC PX and/or REMIC
      SwapX.

     

    “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”:
      0.00%
      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.

     

    “Uncertificated
      Pass-Through Rate”:
      The
      Uncertificated REMIC 1 Pass-Through Rate, the Uncertificated REMIC 2
      Pass-Through Rate and the Uncertificated REMIC 3 Pass-Through Rate.

     

    “Uncertificated
      Notional Amount”:
      With
      respect to REMIC II Regular Interest Swap IO and each Distribution Date listed
      below, the aggregate Uncertificated Principal Balance of the REMIC I Regular
      Interests ending with the designation “A” listed below:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              2

            	 	
              I-1-A
                through I-58-A and II-1-A through II-58-A 

            
	
              3

            	 	
              I-2-A
                through I-58-A and II-2-A through II-58-A 

            
	
              4

            	 	
              I-3-A
                through I-58-A and II-3-A through II-58-A 

            
	
              5

            	 	
              I-4-A
                through I-58-A and II-4-A through II-58-A 

            
	
              6

            	 	
              I-5-A
                through I-58-A and II-5-A through II-58-A 

            
	
              7

            	 	
              I-6-A
                through I-58-A and II-6-A through II-58-A 

            
	
              8

            	 	
              I-7-A
                through I-58-A and II-7-A through II-58-A 

            
	
              9

            	 	
              I-8-A
                through I-58-A and II-8-A through II-58-A

            
	
              10

            	 	
              I-9-A
                through I-58-A and II-9-A through II-58-A 

            
	
              11

            	 	
              I-10-A
                through I-58-A and II-10-A through II-58-A 

            
	
              12

            	 	
              I-11-A
                through I-58-A and II-11-A through II-58-A


            


    

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              13

            	 	
              I-12-A
                through I-58-A and II-12-A through II-58-A 

            
	
              14

            	 	
              I-13-A
                through I-58-A and II-13-A through II-58-A 

            
	
              15

            	 	
              I-14-A
                through I-58-A and II-14-A through II-58-A 

            
	
              16

            	 	
              I-15-A
                through I-58-A and II-15-A through II-58-A 

            
	
              17

            	 	
              I-16-A
                through I-58-A and II-16-A through II-58-A 

            
	
              18

            	 	
              I-17-A
                through I-58-A and II-17-A through II-58-A 

            
	
              19

            	 	
              I-18-A
                through I-58-A and II-18-A through II-58-A 

            
	
              20

            	 	
              I-19-A
                through I-58-A and II-19-A through II-58-A 

            
	
              21

            	 	
              I-20-A
                through I-58-A and II-20-A through II-58-A 

            
	
              22

            	 	
              I-21-A
                through I-58-A and II-21-A through II-58-A 

            
	
              23

            	 	
              I-22-A
                through I-58-A and II-22-A through II-58-A 

            
	
              24

            	 	
              I-23-A
                through I-58-A and II-23-A through II-58-A 

            
	
              25

            	 	
              I-24-A
                through I-58-A and II-24-A through II-58-A 

            
	
              26

            	 	
              I-25-A
                through I-58-A and II-25-A through II-58-A 

            
	
              27

            	 	
              I-26-A
                through I-58-A and II-26-A through II-58-A 

            
	
              28

            	 	
              I-27-A
                through I-58-A and II-27-A through II-58-A 

            
	
              29

            	 	
              I-28-A
                through I-58-A and II-28-A through II-58-A 

            
	
              30

            	 	
              I-29-A
                through I-58-A and II-29-A through II-58-A

            
	
              31

            	 	
              I-30-A
                through I-58-A and II-30-A through II-58-A 

            
	
              32

            	 	
              I-31-A
                through I-58-A and II-31-A through II-58-A 

            
	
              33
                & 34

            	 	
              I-32-A
                through I-58-A and II-32-A through II-58-A 

            
	
              35

            	 	
              I-33-A
                through I-58-A and II-33-A through II-58-A 

            
	
              36

            	 	
              I-34-A
                through I-58-A and II-34-A through II-58-A 

            
	
              37

            	 	
              I-35-A
                through I-58-A and II-35-A through II-58-A 

            
	
              38

            	 	
              I-36-A
                through I-58-A and II-36-A through II-58-A 

            
	
              39

            	 	
              I-37-A
                through I-58-A and II-37-A through II-58-A 

            
	
              40

            	 	
              I-38-A
                through I-58-A and II-38-A through II-58-A 

            
	
              41

            	 	
              I-39-A
                through I-58-A and II-39-A through II-58-A 

            
	
              42

            	 	
              I-40-A
                through I-58-A and II-40-A through II-58-A 

            
	
              43

            	 	
              I-41-A
                through I-58-A and II-41-A through II-58-A 

            
	
              44

            	 	
              I-42-A
                through I-58-A and II-42-A through II-58-A

            
	
              45

            	 	
              I-43-A
                through I-58-A and II-43-A through II-58-A 

            
	
              46

            	 	
              I-44-A
                through I-58-A and II-44-A through II-58-A 

            
	
              47

            	 	
              I-45-A
                through I-58-A and II-45-A through II-58-A 

            
	
              48

            	 	
              I-46-A
                through I-58-A and II-46-A through II-58-A 

            
	
              49

            	 	
              I-47-A
                through I-58-A and II-47-A through II-58-A 

            
	
              50

            	 	
              I-48-A
                through I-58-A and II-48-A through II-58-A 

            
	
              51

            	 	
              I-49-A
                through I-58-A and II-49-A through II-58-A 

            
	
              52

            	 	
              I-50-A
                through I-58-A and II-50-A through II-58-A 

            
	
              53

            	 	
              I-51-A
                through I-58-A and II-51-A through II-58-A 

            
	
              54

            	 	
              I-52-A
                through I-58-A and II-52-A through II-58-A 

            
	
              55

            	 	
              I-53-A
                through I-58-A and II-53-A through II-58-A 

            
	
              56

            	 	
              I-54-A
                through I-58-A and II-54-A through II-58-A 

            
	
              57

            	 	
              I-55-A
                through I-58-A and II-55-A through II-58-A 

            
	
              58

            	 	
              I-56-A
                through I-58-A and II-56-A through II-58-A 

            
	
              59

            	 	
              I-57-A
                and I-58-A and II-57-A and II-58-A 

            
	
              60

            	 	
              I-58-A
                and II-58-A 

            
	
              thereafter

            	 	
              $0.00

            


    

    


     

    


    
      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

    

    


    “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 and increased by Subsequent Recoveries as provided in
      Section 4.06, and the Uncertificated Principal Balance of REMIC 2 Regular
      Interest 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 (i) the excess, if any, of
      (A) the then aggregate Uncertificated Principal Balances of the REMIC 3
      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 minus (ii) the amount, if any, paid to the Class A
      Certificates on the first Distribution Date as Extra Principal Distribution
      Amount.

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”:
      With
      respect to REMIC 1 Regular Interest IX, a per annum rate equal to the weighted
      average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
      respect to each REMIC 1 Group I Regular Interest ending with the designation
      “A”, a per annum rate equal to the weighted average of the Adjusted Net Mortgage
      Rates of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate
      of two times the Swap Rate. With respect to each REMIC 1 Group I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average of
      the
      Adjusted Net Mortgage Rates of the Group I Mortgage Loans over (ii) two times
      the Swap Rate and (y) 0.00%. With respect to REMIC 1 Regular Interest IIX,
      a per
      annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
      of
      the Group II Mortgage Loans. With respect to each REMIC 1 Group II Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans
      multiplied by 2, subject to a maximum rate of two times the Swap Rate. With
      respect to each REMIC 1 Group II Regular Interest ending with the designation
      “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the Adjusted Net Mortgage Rates of the
      Group II Mortgage Loans over (ii) two times the Swap Rate and (y)
      0.00%.

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”:
      With
      respect to REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4,
      M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B, ZZ, 1SUB, 2SUB, and XX, a per annum
      rate (but not less than zero) equal to the weighted average of: (w) with respect
      to REMIC 1 Regular Interests IX and IIX, the Uncertificated REMIC 1 Pass-Through
      Rate for each such REMIC 1 Regular Interest for each such Distribution Date
      minus the REMIC FM Rate, (x) with respect to each REMIC 1 Regular Interest
      ending with the designation “B”, the weighted average of the Uncertificated
      REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests minus the REMIC
      FM
      Rate, (y) with respect to REMIC 1 Regular Interests ending with the designation
      “A”, for each Distribution Date from the second Distribution Date through the
      Rate Change Date for such REMIC 1 Regular Interest, the lesser of (i) (1) the
      product of 2 multiplied by Swap LIBOR minus (2) the REMIC FM Rate, and (ii)
      the
      Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
      minus
      the REMIC FM Rate, and (z) with respect to REMIC 1 Regular Interests ending
      with
      the designation “A”, for the first Distribution Date and each Distribution Date
      after the Rate Change Date for such REMIC 1 Regular Interest, the Uncertificated
      REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC
      FM
      Rate, in every case weighted on the basis of the Uncertificated Balances of
      each
      such REMIC I Regular Interest for each such Distribution Date.

     

    


    
      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

    

    


    With
      respect to REMIC 2 Regular Interest 1GRP, a per annum rate (but not less than
      zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
      Interest IX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
      Regular Interest for each Distribution Date minus the REMIC FM Rate, (x) with
      respect to REMIC 1 Group I Regular Interests ending with the designation “B”,
      the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
      REMIC 1 Regular Interests minus the REMIC FM Rate, (y) with respect to REMIC
      1
      Group I Regular Interests ending with the designation “A”, for each Distribution
      Date from the second Distribution Date through the Rate Change Date for such
      REMIC 1 Regular Interest, the lesser of (i) (1) the product of 2 multiplied
      by
      Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the Uncertificated REMIC 1
      Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC FM Rate,
      and
      (z) with respect to REMIC 1 Group I Regular Interests ending with the
      designation “A”, for the first Distribution Date and each Distribution Date
      after the Rate Change Date for such REMIC 1 Regular Interest, the Uncertificated
      REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC
      FM
      Rate, in every case weighted on the basis of the Uncertificated Balances of
      each
      such REMIC 1 Regular Interest for each such Distribution Date.

     

    With
      respect to REMIC 2 Regular Interest 2GRP, a per annum rate (but not less than
      zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
      Interest IIX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
      Regular Interest for each Distribution Date minus the REMIC FM Rate, (x) with
      respect to REMIC 1 Group II Regular Interests ending with the designation “B”,
      the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
      REMIC 1 Regular Interests minus the REMIC FM Rate, (y) with respect to REMIC
      1
      Group II Regular Interests ending with the designation “A”, for each
      Distribution Date from the second Distribution Date through the Rate Change
      Date
      for such REMIC 1 Regular Interest, the lesser of (i) (1) the product of 2
      multiplied by Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the
      Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
      minus
      the REMIC FM Rate, and (z) with respect to REMIC 1 Group II Regular
      Interests ending with the designation “A”, for the first Distribution Date and
      each Distribution Date after the Rate Change Date for such REMIC 1 Regular
      Interest, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular
      Interest minus the REMIC FM Rate, in every case weighted on the basis of the
      Uncertificated Balances of each such REMIC 1 Regular Interest for each such
      Distribution Date.

     

    With
      respect to REMIC 2 Regular Interest Swap-IO, and (i) the second Distribution
      Date through the 60th Distribution Date, the excess of (x) the weighted average
      of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests
      including the designation “A”, over (y) 2 multiplied by Swap LIBOR. and (ii)
      thereafter, 0.00%. 

     

    With
      respect to any Distribution Date and REMIC 2 Regular Interest FMR IO,
      (i) 0.00% per annum for each Distribution Date starting with the
      Distribution Date in April 2006 through the Distribution Date in March 2013,
      (ii) the Final Maturity Reserve Rate for each Distribution Date starting with
      the Distribution Date in April 2013 through the Distribution Date in March
      2036,
      and (iii) 0.00% per annum for each Distribution Date thereafter. For
      federal income tax purposes, REMIC 2 Regular Interest FMR IO will be entitled
      to
      a percentage of the interest payable on each REMIC 1 Regular Interest, with
      the percentage equal to (i) on each Distribution Date starting with the
      Distribution Date in April 2006 through the Distribution Date in March 2013,
      the
      excess of the REMIC 1 Uncertificated Pass-Through Rate of such Regular
      Interest over the REMIC 1 Uncertificated Pass-Through Rate of such Regular
      Interest, (ii) on each Distribution Date starting with the Distribution Date
      in
      April 2013 through the Distribution Date in March 2036, the excess of the
      REMIC 1 Uncertificated Pass-Through Rate of such Regular Interest over the
      difference between the REMIC 1 Uncertificated Pass-Through Rate of such
      Regular Interest and the
      related Final Maturity Reserve Rate,
      and
      (iii) 0.00% thereafter.

    


    
      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

    

    


    “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).

     

    “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.

    


    
      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

    

    


    “USD-LIBOR-BBA”:
      As
      defined in the Swap Agreement in the Annex to the 2000 ISDA
      Definitions.

     

    “Value”:
      With
      respect to any Mortgaged Property, the lesser of (i) the Origination Value
      thereof 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
      the Origination Value thereof.

     

    “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. 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.

     

    
      	
              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.

    


    
      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

    

    


    
      	
              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.

     

    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 2 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
      in respect of the Mortgage Loans for any Distribution Date shall be allocated:
      

     

    (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 AA
      and ZZ up to an aggregate amount equal to the REMIC 2 Interest Loss Allocation
      Amount, 98% and 2%, respectively, and thereafter among AA, A-IA, A-IIA1, A-IIA2,
      A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B and ZZ, 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 2 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 2 Regular Interest 1GRP, 2GRP, 1SUB, 2SUB, and 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 3 Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
      in respect of the Group I Mortgage Loans for any Distribution Date shall be
      allocated to REMIC 1 Regular Interests IX and the aggregate amount of any Net
      Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
      in
      respect of the Group II Mortgage Loans for any Distribution Date shall be
      allocated to REMIC 1 Regular Interest IIX.

    
 

    
      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

    

    


    
      	
              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.

     

    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), all other
      assets included or to be included in REMIC 1, and the rights of the
      Depositor under the Swap Agreement. 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 and the PMI Policy. In addition, on or prior
      to
      the Closing Date, the Trustee shall execute the Swap Agreement and the Depositor
      hereby directs the Trustee to do so. 

     

    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”):

     

    
      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

    

    


    (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, noting the presence of the MIN of the Mortgage Loan and
      language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is
      a MOM loan, 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)           unless
      the Mortgage Loan is registered on the MERS® System, 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 (or to MERS, if the Mortgage Loan is registered on the
      MERS®
System and noting the presence of the MIN) as contemplated by the immediately
      preceding clause (c);

     

    (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, 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.

     

    Except
      with respect to any Mortgage Loan for which MERS is identified on the Mortgage
      or on a properly recorded assignment of the Mortgage as the mortgagee of record,
      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 such 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.

     

    


    
      
        
          
          

        

        
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    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it shall cause, within 30 Business
      Days after the Closing Date, the MERS® System to indicate that such Mortgage
      Loans have been assigned by the Depositor to the Trustee in accordance with
      this
      Agreement for the benefit of the Certificateholders by including (or deleting,
      in the case of Mortgage Loans which are repurchased in accordance with this
      Agreement) in such computer files (a) the code in the field which identifies
      the
      specific Trustee and (b) the code in the field “Pool Field” which identifies the
      series of the Certificates issued in connection with such Mortgage Loans. The
      Depositor further agrees that it shall not, and shall not permit the Master
      Servicer to, and the Master Servicer agrees that it shall not, alter the codes
      referenced in this paragraph with respect to any Mortgage Loan during the term
      of this Agreement unless and until such Mortgage Loan is repurchased in
      accordance with the terms of this Agreement.

     

    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 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 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. 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.

     

    


    
      
        
          
          

        

        
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    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” or “predatory” loan under any state or local
      law or regulation applicable to the originator), 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 Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan
      under any state or local law or regulation applicable to the originator). 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, a
      “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, a “High Cost Home Loan” as defined in the
      Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
      360.100), or a “High Cost Home Loan” as defined in the Indiana Home Loan
      Practices Act effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1 through
      24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory
      Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch.
      183C. §§1 et seq.).

     

    
      	
              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.

     

    


    
      
        
          
          

        

        
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    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.

     

    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.

     

     

    


    
      
        
          
          

        

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

     

    (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 (it being understood that (i) 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 or (ii) with respect to the
      representation and warranty set forth in the last sentence of Section 6(xxxix),
      Section 6(xlvi), the first sentence of Section 6(xlvii), Section 6(lxi) and
      Section 6(lxiv) of the Mortgage Loan Purchase Agreement, a breach of any such
      representation or warranty shall in and of itself be deemed to materially and
      adversely affect the interest of the Certificateholders in the related Mortgage
      Loan), 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. In furtherance of the foregoing,
      if
      the Seller is not a member of MERS and repurchases a Mortgage Loan which is
      registered on the MERS® System, the Master Servicer, in its capacity as Seller,
      at its own expense and without any right of reimbursement, shall cause MERS
      to
      execute and deliver an assignment of the Mortgage in recordable form to transfer
      the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations. 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.

     

    Promptly
      upon 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. Payments by
      the
      Master Servicer into the Collection Account pursuant to this paragraph shall
      be
      made on the later of (i) the Master Servicer Remittance Date next following
      the
      earlier of discovery by the Master Servicer or receipt of notice by the Master
      Servicer of the breach of the related 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 and (ii) the Master Servicer Remittance Date next
      following the Prepayment Period in which such breach occurred. For the avoidance
      of doubt, a waiver of a Prepayment Charge by the Sub-Servicer that would
      constitute a breach of the Master Servicer's covenant in Section 2.04(a)(viii)
      if such Prepayment Charge were waived by the Master Servicer shall be a breach
      by the Master Servicer of its covenant in Section 2.04(a)(viii).

     

    (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 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.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    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.

     

    (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;

     

    


    
      
        
          
          

        

        
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    (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;

     

    (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). Notwithstanding the foregoing, the Master Servicer may waive any
      Prepayment Charge or part of a Prepayment Charge in any instance when the
      mortgage debt is accelerated as a result of the Mortgagor’s default in making
      the Mortgage Loan payments;

     

    (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; and

     

    (x)           The
      Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      Mortgage Loans that are registered with MERS.

     

    (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.

     

     

    


    
      
        
          
          

        

        
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              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:

     

    (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 novation of the Swap Agreement
      to the Trustee on behalf of the Trust, the Depositor had good title to, and
      was
      the sole legal and beneficial owner of the Swap Agreement, 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 novation of the Swap Agreement to the Trustee on
      behalf of the Trust as contemplated herein, the Trustee on behalf of the Trust,
      will receive the Swap Agreement, 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 the Swap Agreement 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;

     

    


    
      
        
          
          

        

        
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    (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;

     

    (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

     

    


    
      
        
          
          

        

        
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    (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.

     

    
      	
              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 REMICs 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 REMIC 3, as the holder o the REMIC 2
      Regular Interest, and the holder of the Class R-2 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 REMIC 3, as the holder of the REMIC 2 Regular Interests, and
      the
      holder of the Class R-2 Interest. The interests evidenced by the Class R-2
      Interest and the REMIC 2 Regular Interests, constitute the entire beneficial
      ownership interest in REMIC 2.

    


    
      
        
          
          

        

        
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    (b)           In
      exchange for the REMIC 1 Regular Interests and, concurrently with the assignment
      to the Trustee thereof, the Trustee has delivered to or upon the order of the
      Depositor, the REMIC 2 Regular Interests (which are uncertificated) evidencing
      (together with the Class R-2 Interest) 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 REMIC
      2 Regular Interests for the benefit of the holders of the Certificates (other
      than the Class P Certificates, the Class R-CX Certificates and the Class R-PX
      Certificates), REMIC CX, as holder of the Class C Interest, REMIC PX, as holder
      of the Class P Interest, REMIC SwapX, as holder of the Class Swap IO Interest,
      and the Class R-3 Interest. The Trustee acknowledges receipt of the REMIC 2
      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 P Certificates, the Class R-CX Certificates
      and the Class R-PX Certificates), REMIC CX, as holder of the Class C Interest,
      REMIC PX, as holder of the Class P Interest, REMIC SwapX, as holder of the
      Class
      Swap IO Interest, and the Class R-3 Interest. The interests evidenced by the
      Class R-3 Interest, the Regular Certificates (other than the Class C
      Certificates and the Class P Certificates), and the REMIC 3 Regular Interests,
      constitute the entire beneficial ownership interest in REMIC 3.

     

    (d)           In
      exchange for the REMIC 2 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-3 Interest and the REMIC
      3
      Regular Interests) the entire beneficial ownership interest in REMIC 3. The
      Trustee acknowledges that it holds the Class FMR IO Interest for the benefit
      of
      the holders of the Class C Certificates.

     

    (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
      C Interest for the benefit of the holders of the Class C Certificates and the
      Class R-CX Interest. 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.

     

    (f)           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.

     

    (g)           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.

    


    
      
        
          
          

        

        
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    (h)           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.

     

    (i)           Concurrently
      with the assignments and deliveries to the Trustee and the acceptances by the
      Trustee, pursuant to Section 2.01, Section 2.02 and this Section 2.08, 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 (i) the Class R Certificates in authorized denominations
      evidencing the Class R-1 Interest, the Class R-2 Interest and the Class R-3
      Interest, (ii) the Class R-CX Certificates evidencing the Class R-CX Interest
      and the R-SwapX Interest and (iii) the Class R-PX Certificates evidencing the
      Class R-PX Interest.

     

    ARTICLE
      III

     

    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
      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

    


    
      
        
          
          

        

        
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    (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 the 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.

     

    The
      Master Servicer further is authorized and empowered by the Trustee, on behalf
      of
      the Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
      be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable to the Master Servicer by withdrawal from the Collection
      Account pursuant to Section 3.11.

    


    
      
        
          
          

        

        
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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 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 mortgagee by the Department of Housing
      and Urban Development pursuant to Section 203 of the National Housing Act of
      1934, as amended, 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 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
                3.07

            	
              Collection
                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 segregated 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 2006-2, Asset-Backed
      Certificates, Series 2006-2. 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 all such
      proceeds in the Collection Account or remit such proceeds to the Master Servicer
      for deposit in the Collection Account not later than the Determination Date
      following 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 segregated 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 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.

    


    
      
        
          
          

        

        
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              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 segregated 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 and the
      related Prepayment Interest Excess) 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 Gross Subsequent Recoveries; 

     

    (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; 

    


    
      
        
          
          

        

        
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    (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(c) 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, if any. 

     

    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, any Prepayment Interest Excess and 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
      segregated 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 on the same day 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.A. Patriot Act, the
      Trustee shall obtain and verify certain information and documentation from
      the
      parties hereto, including, but not limited to, each party’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, Gross 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 and for deposit into the Reserve Fund,
      the Supplemental Interest Account and the Final Maturity Reserve Account 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

     

    (x)           
      to pay itself the Trustee Fees. 


    
      
        
          
          

        

        
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              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(a)(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 the 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 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 of the
      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. 

    


    
      
        
          
          

        

        
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    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 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.

     

     

     

    


    
      
        
          
          

        

        
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    (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.

     

    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.

    


    
      
        
          
          

        

        
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    (c)           The
      Holder of the Class C Certificates (except if such Holder is the Seller or
      any
      of its Affiliates) 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 such Holder 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 Holder of the
      Class C Certificates 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. For the avoidance of doubt, the Holder of the Class C
      Certificates in exercising its right to purchase Mortgage Loans pursuant to
      this
      Section 3.16(c) shall not be subject to any requirement of this Article III
      (other than the requirements of this Section 3.16(c)). In the event the Holder
      of the Class C Certificates does not exercise its option to purchase from REMIC
      1 any such Mortgage Loan or related REO Property, the Master Servicer may at
      its
      option purchase from REMIC 1 any such Mortgage Loan or related REO
      Property, 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; provided, however, that the NIM Insurer
      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.
      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 Holder of the Class C Certificates,
      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 Holder of the Class C
      Certificates, the Master Servicer or the NIMS Insurer, as applicable, shall
      furnish and as shall be necessary to vest in the Holder of the Class C
      Certificates, the Master Servicer or the NIMS Insurer, as applicable, title
      to
      any Mortgage Loan or related REO Property released pursuant hereto. For so
      long
      as the indenture trustee under the Indenture is the Holder of the Class C
      Certificate, the holder (the “Residual NIM Holder”) of the subordinate note, the
      owner trust certificate or another instrument representing the right to receive
      the proceeds of the trust estate securing payments on the NIM Notes after all
      of
      the NIM Notes have been paid off shall be deemed to be the “Holder of the Class
      C Certificates” for purposes of this Section 3.16(c). The Trustee shall request
      from the Residual NIM Holder a certificate substantially in the form of Exhibit
      G attached hereto. The Trustee may conclusively rely upon and shall be fully
      protected in acting or refraining from acting based on such
      certificate.

    


    
      
        
          
          

        

        
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    (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 Gross 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).

     

    (e)           The
      Master Servicer may (but is not obligated to) enter into a special servicing
      agreement with an unaffiliated holder of a 100% Percentage Interest of the
      Class
      B Certificates, or if the Class B Certificates are no longer outstanding, the
      most junior Class of the Mezzanine Certificates, subject to each Rating Agency's
      acknowledgment that the ratings of 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, in each case, in effect immediately prior
      to
      the entering into such agreement would not be qualified, downgraded or withdrawn
      and none of the Class A Certificates, the Mezzanine Certificates, the Class
      B
      Certificates or the NIM Notes would be placed on credit review status (except
      for possible upgrading) as a result of such agreement. Any such agreement may
      contain provisions whereby such Holder may (i) instruct the Master Servicer
      to
      commence or delay foreclosure proceedings with respect to delinquent Mortgage
      Loans and will contain provisions for the deposit of cash with the Master
      Servicer by the Holder that would be available for distribution to
      Certificateholders if Liquidation Proceeds are less than they otherwise may
      have
      been had the Master Servicer acted in accordance with its normal procedures,
      (ii) purchase delinquent Mortgage Loans from the Trust Fund immediately prior
      to
      the commencement of foreclosure proceedings at a price equal to the Purchase
      Price, and/or (iii) assume all of the servicing rights and obligations with
      respect to delinquent Mortgage Loans so long as such Holder (A) meets the
      requirements for a Sub-Servicer set forth in Section 3.02(a), (B) will service
      such Mortgage Loans in accordance with this Agreement and (C) the Master
      Servicer has the right to transfer such servicing rights without the payment
      of
      any compensation to a subservicer.

     

    
      	
              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 and the Master Servicer is authorized to cause the removal from the
      registration on the MERS® System of any such Mortgage Loan, if applicable. 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.

    


    
      
        
          
          

        

        
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    (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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    (d)           If
      any Mortgage Loan is repurchased, substituted or purchased in accordance with
      Section 2.03, Section 3.16(c) or Section 9.01, the Trustee shall execute and
      deliver the Mortgage Loan Assignment Agreement in the form of Exhibit E-3 with
      respect to such Mortgage Loan, transferring such Mortgage Loan to the Person
      entitled thereto pursuant to such Section 2.03, Section 3.16(c) or Section
      9.01,
      as applicable.

     

    
      	
              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 Gross 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 Prepayment Interest Excess, 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 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

            	
              Annual
                Statement as to Compliance.

            


    

     

    The
      Master Servicer shall deliver to the Trustee, the Depositor, the NIMS Insurer
      and each Rating Agency, not later than March 15 of each calendar year beginning
      in the year following the year of execution of this Agreement through and
      including the calendar year in which a Form 15 Suspension Notice is filed with
      respect to the Trust Fund and April 30 of each calendar year thereafter, an
      Officers’ Certificate (an “Annual Statement of Compliance”) stating that (i) a
      review of the activities of the Master Servicer during the preceding calendar
      year and of performance under this Agreement or other applicable servicing
      agreement, if any, 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 or other applicable
      servicing agreement, if any, in all material respects throughout such year,
      or,
      if there has been a failure to fulfill any such obligation in any material
      respect, specifying each such failure known to such officer and the nature
      and
      status thereof. The Master Servicer shall deliver a similar Annual Statement
      of
      Compliance by the Sub-Servicer, and any other subservicer to which the Master
      Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trustee and the Depositor as described above as and
      when
      required with respect to the Master Servicer. 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

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)           Pursuant
      to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
      AB,
      the Master Servicer shall deliver to the Depositor on or before March 15 of
      each
      calendar year beginning in the year following the year of execution of this
      Agreement prior to and including the calendar year in which Form 15 Suspension
      Notice is filed with respect to the Trust Fund and April 30 of each
      calendar year thereafter, a report regarding the Master Servicer’s assessment of
      compliance (an “Assessment of Compliance”) with the servicing criteria during
      the preceding calendar year. The Assessment of Compliance must be reasonably
      satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment
      of Compliance must contain the following:

     

    (i)           A
      statement by the Master Servicer of its responsibility for assessing compliance
      with the servicing criteria applicable to the Master Servicer;

     

    (ii)           A
      statement by the Master Servicer that it used the servicing criteria applicable
      to it, including at the minimum those that are specified on Exhibit N hereto,
      and which will also be attached to the Assessment of Compliance, to assess
      compliance with the servicing criteria applicable to the Master Servicer;



    
      
        
          
          

        

        
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    (iii)           An
      assessment by the Master Servicer of the Master Servicer’s compliance with the
      applicable servicing criteria for the period consisting of the preceding
      calendar year, including disclosure of any material instance of noncompliance
      with respect thereto during such period, which assessment shall be based on
      the
      activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the Master Servicer, that are backed by the same
      asset type as the Mortgage Loans; 

     

    (iv)           A
      statement that a registered public accounting firm has issued an attestation
      report on the Master Servicer’s Assessment of Compliance for the period
      consisting of the preceding calendar year; and

     

    (v)           A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Master Servicer, which statement shall be based on the activities it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Master Servicer, that are backed by the same asset type as the
      Mortgage Loans.

     

    (b)           On
      or before March 15 of each calendar year beginning in the year following the
      year of execution of this Agreement prior to and including the calendar year
      in
      which Form 15 Suspension Notice is filed with respect to the Trust Fund and
      April 30 of each calendar year thereafter, the Master Servicer shall
      furnish to the Depositor a report (an “Attestation Report”) by a registered
      public accounting firm that attests to, and reports on, the Assessment of
      Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report
      must be made in accordance with standards for attestation reports issued or
      adopted by the Public Company Accounting Oversight Board. 

     

    (c)           The
      Master Servicer shall cause the Sub-Servicer and any other subservicer to which
      the Master Servicer delegated any of its responsibilities with respect to the
      Mortgage Loans, and each subcontractor determined by the Master Servicer to
      be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB to which the Master Servicer delegated any of its responsibilities
      with respect to the Mortgage Loans, to deliver to the Trustee and the Depositor
      an Assessment of Compliance and Attestation Report as and when provided
      above.

     

    (d)           Such
      Assessment of Compliance, as to the Sub-Servicer and any other subservicer,
      shall at a minimum address each of the servicing criteria applicable to it,
      including at the minimum those that are specified on Exhibit N hereto which
      are
      indicated as applicable to any “primary servicer.” Notwithstanding the
      foregoing, as to any subcontractor, an Assessment of Compliance is not required
      to be delivered unless it is required as part of a Form 10-K with respect to
      the
      Trust Fund.

     

    (e)           The
      Trustee shall also provide to the Depositor an Assessment of Compliance and
      Attestation Report, as and when provided above, which shall at a minimum address
      each of the servicing criteria applicable to it, including at the minimum those
      that are specified on Exhibit N hereto which are indicated as applicable to
      the
“trustee.”

    


    
      
        
          
          

        

        
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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 sufficient to permit the
      Certificateholder to comply with applicable regulations of the Office of Thrift
      Supervision, the FDIC or any other federal or state banking or insurance
      regulatory authority with respect to investment in the Certificates will be
      provided to any Certificateholder that is a savings and loan association, bank
      or insurance company, 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
      the
      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
      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 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

     

    (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;


    
      
        
          
          

        

        
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    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 non-interest bearing
      trust account titled, “Reserve Fund, Deutsche Bank National Trust Company, as
      Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust
      2006-2, Asset-Backed Certificates, Series 2006-2.” 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
      the Closing Date, the Depositor shall deposit, or cause to be deposited, into
      the Reserve Fund $1,000;

     

    (ii)           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)(y); and

     

    (iii)          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 treated as an “outside reserve fund” under applicable
      Treasury regulations and shall not be part of any REMIC created hereunder.
      For
      federal and state income tax purposes, the Holders of the Class C Certificates
      shall be deemed to be the owners of the Reserve Fund and all amounts deposited
      into the Reserve Fund (other than the initial deposit therein of $1,000) shall
      be treated as amounts distributed by REMIC 3 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).

     

    (c)           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)(ii) and (a)(iii) 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.

     

    (d)           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
      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 the Reserve Fund is received by the
      Trustee, the Trustee shall invest the funds in the Reserve Fund 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 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 the Reserve Fund. 


    
      
        
          
          

        

        
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    (e)           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 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.

     

    
      
        
          
          

        

        
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    (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.

     

    
      	
              Section
                3.28

            	
              PMI
                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. On each Distribution Date, the Trustee shall pay to
      the
      PMI Insurer the PMI Insurer Fee for such Distribution Date from the amounts
      on
      deposit in the Distribution Account prior to making any distributions to the
      Certificateholders.

     

    
      	
              Section
                3.29

            	
              Swap
                Agreement.

            


    

     

    The
      Depositor hereby directs the Trustee to execute and deliver on behalf of the
      Trust the Swap Agreement and authorizes the Trustee to perform its obligations
      thereunder on behalf of the Trust in accordance with the terms of the Swap
      Agreement. The Depositor hereby authorizes and directs the Trustee to ratify
      on
      behalf of the Trust, as the Trust’s own actions, the terms agreed to by the
      Depositor (or any of its Affiliates) in relation to the Swap Agreement, as
      reflected in the Swap Agreement, and the Trustee hereby so ratifies the Swap
      Agreement. The Trustee shall amend the Swap Agreement in accordance with its
      terms and as requested by a party to the Swap Agreement to cure any ambiguity
      in
      or correct or supplement any provision of the Swap Agreement, provided, however,
      that the Trustee shall have received a prior written confirmation from each
      Rating Agency that such amendment would not cause such Rating Agency to
      downgrade or withdraw the then current ratings of any outstanding Class A
      Certificates, Mezzanine Certificates or Class B Certificates. On the Closing
      Date, the Trustee shall enter into the Swap Agreement, on behalf of the Trust,
      with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund
      but not part of any REMIC. The Swap Counterparty is the calculation agent under
      the Swap Agreement and shall calculate all amounts pursuant to the Swap
      Agreement and notify the Trustee of all such amounts.


    
      
        
          
          

        

        
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              Section
                3.30

            	
              Replacement
                Swap Agreement. 

            


    

     

    (a)           The
      Trustee shall, at the direction of the NIMS Insurer or, with the consent of
      the
      NIMS Insurer, at the direction of the Depositor, in the event the Swap Agreement
      is terminated as a result of the designation by either party thereto of an
      Early
      Termination Date, enter into a replacement swap agreement with a replacement
      counterparty designated by the Depositor or the NIMS Insurer, as
      applicable.

     

    (b)           Notwithstanding
      anything to the contrary herein, any Swap Termination Payment received by the
      Trustee shall be deposited in the Supplemental Interest Account and shall be
      used to make any upfront payment required under a replacement swap agreement
      and
      any upfront payment (the "Replacement Payment") received by the Trust from
      the
      counterparty to a replacement swap agreement shall be used to pay any Swap
      Termination Payment owed to the Swap Counterparty that is being replaced. The
      Swap Counterparty that is being replaced shall have first priority as to such
      Replacement Payments versus all other creditors of the Trust, and the Trust
      shall pay from the Replacement Payments received the lesser of (x) the
      Replacement Payments so received and (y) any Swap Termination Payment owed
      to
      the Swap Counterparty (to the extent not already paid by the Trust) that is
      being replaced immediately upon receipt.

     

    (c)           Notwithstanding
      anything contained herein, in the event that a replacement swap agreement cannot
      be obtained within 30 days after receipt by the Trustee of the Swap Termination
      Payment paid by the terminated Swap Counterparty, the Trustee shall on each
      Distribution Date, withdraw from the Supplemental Interest Account, an amount
      equal to the Net Counterparty Payment, if any, that would have been paid to
      the
      Trust by the original Swap Counterparty (computed in accordance with the terms
      of the original Swap Agreement) and distribute such amount in accordance with
      Section 4.01(d)(iv)(b) of this Agreement.

     

    (d)           If
      a downgrade event (described in Part 5(b) of Schedule to the Swap Agreement)
      occurs, 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 Swap Counterparty), request the Swap Counterparty to take actions
      required to be taken by the Swap Counterparty by Part 5(b) of Schedule to the
      Swap Agreement.

     

    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:


    


    
      
        
          
          

        

        
          119

          
            

          

        

        
          
          

        

      

    

    


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

     

    


    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount remaining unpaid from prior Distribution Dates) (unless the Swap
      Counterparty is the Defaulting Party or the sole Affected Party (each, as
      defined in the Swap Agreement)), as applicable for the related Distribution
      Date; 

     

    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount remaining unpaid from prior Distribution Dates) (unless the Swap
      Counterparty is the Defaulting Party or the sole Affected Party (each, as
      defined in the Swap Agreement)), as applicable for the related Distribution
      Date
      to the extent not paid pursuant to Section 4.01(a)(ii)(A); 

     

    (C)           third,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, for such Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, for such Distribution Date, to the extent not paid pursuant to Section
      4.01(a)(ii)(C); 

     

    (E)           fifth,
      to the
      Class I-A Certificates, the Monthly Interest Distributable Amount and any Unpaid
      Interest Shortfall Amount for such Class; and

     

    (F)           sixth, concurrently,
      to the Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
      Certificates and the Class II-A4 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)(E),
      allocated among the Class II-A1 Certificates, the Class II-A2 Certificates,
      the
      Class II-A3 Certificates and the Class II-A4 Certificates, pro
      rata,
      based
      on their respective entitlements. 

     

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

     

    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount remaining unpaid from prior Distribution Dates) (unless the Swap
      Counterparty is the Defaulting Party or the sole Affected Party (each, as
      defined in the Swap Agreement)), as applicable for the related Distribution
      Date; 

    


    
      
        
          
          

        

        
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    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount remaining unpaid from prior Distribution Dates) (unless the Swap
      Counterparty is the Defaulting Party or the sole Affected Party (each, as
      defined in the Swap Agreement)), as applicable for the related Distribution
      Date
      to the extent not paid pursuant to Section 4.01(a)(i)(A); 

     

    (C)           third,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, for such Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, to the extent not paid pursuant to Section 4.01(a)(i)(C); 

     

    (E)           fifth, concurrently,
      to the Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
      Certificates and the Class II-A4 Certificates, the Monthly Interest
      Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes,
      in each case allocated among the Class II-A1 Certificates, the Class II-A2
      Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
      pro
      rata,
      based
      on their respective entitlements; and

     

    (F)           sixth,
      to the
      Class I-A Certificates, the Monthly Interest Distributable Amount and any Unpaid
      Interest Shortfall Amount for such Class, to the extent not paid pursuant to
      Section 4.01(a)(i)(E). 

     

    (iii)           The
      sum of any
      Group I Interest Remittance Amount and Group II Interest Remittance
      Amount remaining undistributed following the distributions pursuant to Sections
      4.01(a)(i) and (ii) 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;

     

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

    


    
      
        
          
          

        

        
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    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;

     

    tenth,
      to the
      Class M-10 Certificates, the related Monthly Interest Distributable Amount;
      and

     

    eleventh,
      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 Section 4.01(a)(iii)
      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)           the
      Group I Principal Distribution Amount will be distributed as
      follows:

     

    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount and the Group II Interest
      Remittance Amount for such Distribution Date; 

     

    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount and the Group II Principal Distribution Amount for such
      Distribution Date; 

    


    
      
        
          
          

        

        
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    (C)           third,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount and the Group II Interest Remittance Amount for
      such
      Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount, the Group II Interest Remittance Amount and the
      Group II Principal Distribution Amount for such Distribution Date; 

     

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

     

    (F)           sixth,
      to the
      Group II Senior Certificates (allocated among the Group II Senior Certificates
      in the priority described in Section 4.01(b)(v)), until the Certificate
      Principal Balances thereof have been reduced to zero. 

     

    (ii)           the
      Group II Principal Distribution Amount will be distributed as
      follows:

     

    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount and the Group II Interest
      Remittance Amount for such Distribution Date; 

     

    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount and the Group I Principal Distribution Amount for such
      Distribution Date; 

    


    
      
        
          
          

        

        
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    (C)           third,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount and the Group II Interest Remittance Amount for
      such
      Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount, the Group II Interest Remittance Amount and the
      Group I Principal Distribution Amount for such Distribution Date; 

     

    (E)           fifth,
      to the
      Group II Senior Certificates (allocated among the Group II Senior Certificates
      in the priority described in Section 4.01(b)(v)) until the Certificate Principal
      Balances thereof have been reduced to zero; and

     

    (F)           sixth,
      to the
      Class I-A Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero. 

     

    (iii)           the
      sum of any
      Group I Principal Distribution Amount and Group II Principal
      Distribution Amount remaining undistributed following the distributions pursuant
      to Sections 4.01(b)(i) and (ii) 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;

     

    tenth,
      to the
      Class M-10 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; and

     

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

     

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

     

    (v)           With
      respect to the Group II Senior Certificates, all principal distributions will
      be
      allocated sequentially, to the Class II-A1 Certificates, the Class II-A2
      Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
      in
      each case, until their Certificate Principal Balances have been reduced to
      zero,
      with the exception that beginning on the first Distribution Date on or after
      which the Certificate Principal Balances of the Mezzanine Certificates and
      the
      Class B Certificates have been reduced to zero and the Net Monthly Excess
      Cashflow and Overcollateralized Amount for such Distribution Date are
      insufficient to cover Realized Losses on the Group II Mortgage Loans, principal
      distributions among the Group II Senior Certificates will be allocated,
pro
      rata,
      based
      on their Certificate Principal Balances, in each case, until their Certificate
      Principal Balances have been reduced to zero.

     

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


     

    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount and the Group II Interest
      Remittance Amount for such Distribution Date; 

    


    
      
        
          
          

        

        
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    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount and the Group II Principal Distribution Amount for such
      Distribution Date; 

     

    (C)           third,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount and the Group II Interest Remittance Amount for
      such
      Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount, the Group II Interest Remittance Amount and the
      Group II Principal Distribution Amount for such Distribution Date; 

     

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


     

    (F)           sixth,
      to the
      Group II Senior Certificates, the Group II Senior Principal Distribution Amount,
      to the extent not paid pursuant to Section 4.01(c)(ii)(E) (allocated among
      the
      Group II Senior Certificates in the priority described in Section 4.01(c)(v)),
      until the Certificate Principal Balances thereof have been reduced to zero.
      

     

    (ii)           the
      Group II Principal Distribution Amount will be distributed as follows:


     

    (A)           first,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      II
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group II Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount and the Group II Interest
      Remittance Amount for such Distribution Date; 

     

    (B)           second,
      to the
      Supplemental Interest Account for payment to the Swap Counterparty, the Group
      I
      Net Swap Payment, provided a Swap Default has not occurred and is not
      continuing, and any unpaid Group I Swap Termination Payment (including any
      amount not paid on prior Distribution Dates) (unless the Swap Counterparty
      is
      the Defaulting Party or the sole Affected Party (each, as defined in the Swap
      Agreement)), as applicable, remaining unpaid after giving effect to the
      distribution of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount and the Group I Principal Distribution Amount for such
      Distribution Date; 

    


    
      
        
          
          

        

        
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    (C)           third,
      to the
      Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount and the Group II Interest Remittance Amount for
      such
      Distribution Date; 

     

    (D)           fourth,
      to the
      Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
      if
      any, remaining unpaid after giving effect to the distribution of the Group
      I
      Interest Remittance Amount, the Group II Interest Remittance Amount and the
      Group I Principal Distribution Amount for such Distribution Date; 

     

    (E)           fifth,
      to the
      Group II Senior Certificates, the Group II Senior Principal Distribution Amount
      (allocated among the Group II Senior Certificates in the priority described
      in
      Section 4.01(c)(v)), until the Certificate Principal Balances thereof have
      been
      reduced to zero; and

     

    (F)           sixth,
      to the
      Class I-A Certificates, the Group I Senior Principal Distribution Amount, to
      the
      extent not paid pursuant to Section 4.01(c)(i)(E), until the Certificate
      Principal Balance thereof has been reduced to zero. 

     

    (iii)           the
      sum
      of any Group I Principal Distribution Amount and Group II Principal
      Distribution Amount remaining undistributed following the distribution pursuant
      to Sections 4.01(c)(i) and (ii) 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;

     

    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;

    


    
      
        
          
          

        

        
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    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;

     

    tenth,
      to the
      Class M-10 Certificates, the Class M-10 Principal Distribution Amount, until
      the
      Certificate Principal Balance thereof has been reduced to zero; and

     

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

     

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

     

    (v)           With
      respect to the Group II Senior Certificates, all principal distributions will
      be
      allocated sequentially, to the Class II-A1 Certificates, the Class II-A2
      Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
      in
      each case, until their Certificate Principal Balances have been reduced to
      zero,
      with the exception that beginning on the first Distribution Date on or after
      which the Certificate Principal Balances of the Mezzanine Certificates and
      the
      Class B Certificates have been reduced to zero and the Net Monthly Excess
      Cashflow and Overcollateralized Amount for such Distribution Date are
      insufficient to cover realized losses on the Group II Mortgage Loans, principal
      distributions among the Group II Senior Certificates will be allocated, pro
      rata, based on their Certificate Principal Balances, in each case, until their
      Certificate Principal Balances have been reduced to zero.

    


    
      
        
          
          

        

        
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    (d)           (i)           On
      each Distribution Date, the Trustee shall distribute any Net Monthly Excess
      Cashflow 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 the sum of any Extra Principal
      Distribution Amount and the Remaining Principal Distribution Amount for such
      Distribution Date, 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;

     

    (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)           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;

     

    (d)           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;

     

    (e)           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;

     

    (f)           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;

     

    (g)           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;

     

    (h)           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;

     

    (i)           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;

     

    
      
        
          
          

        

        
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    (j)           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;

     

    (k)           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;

     

    (l)           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;

     

    (m)           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;

     

    (n)           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;

     

    (o)           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;

     

    (p)           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;

     

    (q)
                 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;

     

    (r)           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;

     

    (s)           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;

     

    (t)           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;

     

    (u)           to
      the Class M-10 Certificates, in an amount equal to the Unpaid Interest Shortfall
      Amount, if any, for such Class for such Distribution Date;

    


    
      
        
          
          

        

        
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    (v)           to
      the Class M-10 Certificates, in an amount equal to the Allocated Realized Loss
      Amount, if any, for such Class for such Distribution Date;

     

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

     

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

     

    (y)           to
      the Reserve Fund, the amount equal to the difference between any Net WAC Rate
      Carryover Amounts with respect to the Class A Certificates, the Mezzanine
      Certificates and the Class B Certificates for such Distribution Date and any
      amounts deposited in the Reserve Fund pursuant to this Section 4.01(d)(i)(y)
      that were not distributed on prior Distribution Dates;

     

    (z)           to
      the Supplemental Interest Account, for payment to the Swap Counterparty, any
      unpaid Swap Termination Payment payable by the Trust (including any amount
      remaining unpaid from prior Distribution Dates) (only if the Swap Counterparty
      is the Defaulting Party or the sole Affected Party (each as defined in the
      Swap
      Agreement));

     

    (aa)           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;

     

    (bb)           to
      REMIC CX, as holder of the Class C Interest, the sum of (A) the Monthly
      Interest Distributable Amount for the Class C Interest, plus (B) until the
      Uncertificated Principal Balance of the Class C Interest is reduced to zero,
      any
      Overcollateralization Release Amount for such Distribution Date, plus (C) until
      the Uncertificated Principal Balance of the Class C Interest is reduced to
      zero,
      on any Distribution Date on which the Certificate Principal Balances of the
      Class A Certificates and the Mezzanine Certificates and the Class B Certificates
      has been reduced to zero, any remaining amounts for such Distribution Date
      (in
      both cases, net of such portion of amounts payable pursuant to this Section
      4.01(d)(i)(bb) that were paid pursuant to Section 4.01(d)(i)(y) above);
      and

     

    (cc)           any
      remaining amounts to the Class R Certificates (in respect of the appropriate
      Class R-3 Interest).

    


    
      
        
          
          

        

        
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    (ii)           On
      each Distribution Date, after making the distributions of the Available Funds
      as
      provided in this Section 4.01 (except pursuant to Section 4.01(d)(iii)), the
      Trustee shall withdraw from the Reserve Fund the amounts on deposit therein
      and
      shall distribute such amounts in the following order of priority: first,
      concurrently, to the Class A Certificates, up to the amount of the related
      Net
      WAC Rate Carryover Amount, allocated among the Class A Certificates,
pro
      rata,
      based
      on their respective Net WAC Rate Carryover Amounts; then, to the Mezzanine
      Certificates and the Class B Certificates, up to the amount of the related
      Net
      WAC Rate Carryover Amount, in the following order of priority: first
      to
      the
      Class M-1 Certificates, second
      to
      the
      Class M-2 Certificates, third
      to
      the
      Class M-3 Certificates, fourth
      to
      the
      Class M-4 Certificates, fifth
      to
      the
      Class M-5 Certificates, sixth
      to
      the
      Class M-6 Certificates, seventh
      to
      the
      Class M-7 Certificates, eighth
      to
      the
      Class M-8 Certificates, ninth
      to the
      Class M-9 Certificates, tenth
      to the
      Class M-10 Certificates, and eleventh
      to the
      Class B Certificates, in each case to the extent of such amounts remaining
      in
      the Reserve Fund.

     

    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 all
      remaining amounts in the Reserve Fund to the Class C Certificates.

     

    (iii)
                 On the earlier
      of the Distribution Date in March 2036 and the termination of the Trust after
      giving effect to all other distributions pursuant to this Section 4.01, the
      Trustee shall withdraw from the Final Maturity Reserve Account funds on deposit
      therein and shall distribute such amounts in the following order of
      priority:

     

    (a)           concurrently,
      to the Class A Certificates, in reduction of their respective Certificate
      Principal Balances, pro
      rata,
      based
      on their Certificate Principal Balances, until the Certificate Principal
      Balances thereof have been reduced to zero;

     

    (b)           to
      the Mezzanine Certificates and the Class B Certificates, in reduction of their
      respective Certificate Principal Balances, in the following order of priority:
      first
      to the
      Class M-1 Certificates, second
      to the
      Class M-2 Certificates, third
      to the
      Class M-3 Certificates, fourth
      to the
      Class M-4 Certificates, fifth
      to the
      Class M-5 Certificates, sixth
      to the
      Class M-6 Certificates, seventh
      to the
      Class M-7 Certificates, eighth
      to the
      Class M-8 Certificates, ninth
      to the
      Class M-9 Certificates, tenth
      to the
      Class M-10 Certificates and eleventh
      to the
      Class B Certificates, in each case until the Certificate Principal Balances
      thereof have been reduced to zero;

    


    
      
        
          
          

        

        
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    (c)           concurrently,
      to the Class A Certificates, up to the amount of the related Monthly Interest
      Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes
      remaining unpaid after giving effect to all other distributions pursuant to
      this
      Section 4.01, in each case allocated among the Class A Certificates,
pro
      rata,
      based
      on their Monthly Interest Distributable Amounts and any Unpaid Interest
      Shortfall Amounts;

     

    (d)           to
      the Mezzanine Certificates and the Class B Certificates, up to the amount of
      the
      related Monthly Interest Distributable Amount for such Classes remaining unpaid
      after giving effect to all other distributions pursuant to this Section 4.01,
      allocated among the Mezzanine Certificates and the Class B Certificates in
      the
      following order of priority: first
      to the
      Class M-1 Certificates, second
      to the
      Class M-2 Certificates, third
      to the
      Class M-3 Certificates, fourth
      to the
      Class M-4 Certificates, fifth
      to the
      Class M-5 Certificates, sixth
      to the
      Class M-6 Certificates, seventh
      to the
      Class M-7 Certificates, eighth
      to the
      Class M-8 Certificates, ninth
      to the
      Class M-9 Certificates, tenth
      to the
      Class M-10 Certificates and eleventh
      to the
      Class B Certificates;

     

    (e)           to
      the Mezzanine Certificates and the Class B Certificates, up to the amount of
      any
      related Unpaid Interest Shortfall Amount for such Classes remaining unpaid
      after
      giving effect to all other distributions pursuant to this Section 4.01,
      allocated among the Mezzanine Certificates and the Class B Certificates in
      the
      following order of priority: first
      to the
      Class M-1 Certificates, second
      to
      the
      Class M-2 Certificates, third
      to
      the
      Class M-3 Certificates, fourth
      to
      the
      Class M-4 Certificates, fifth
      to
      the
      Class M-5 Certificates, sixth
      to
      the
      Class M-6 Certificates, seventh
      to
      the
      Class M-7 Certificates, eighth
      to
      the
      Class M-8 Certificates, ninth
      to
      the
      Class M-9 Certificates, tenth
      to
      the
      Class M-10 Certificates and eleventh
      to
      the
      Class B Certificates;

     

    (f)           concurrently,
      to the Class A Certificates, up to the amount of the related Net WAC Rate
      Carryover Amount remaining unpaid after giving effect to all other distributions
      pursuant to this Section 4.01, allocated among the Class A Certificates,
pro
      rata,
      based
      on their unpaid Net WAC Rate Carryover Amounts;

     

    (g)           to
      the Mezzanine Certificates and the Class B Certificates, up to the amount of
      the
      related Net WAC Rate Carryover Amount remaining unpaid after giving effect
      to
      all other distributions pursuant to this Section 4.01, in the following order
      of
      priority: first
      to
      the
      Class M-1 Certificates, second
      to
      the
      Class M-2 Certificates, third
      to
      the
      Class M-3 Certificates, fourth
      to
      the
      Class M-4 Certificates, fifth
      to
      the
      Class M-5 Certificates, sixth
      to
      the
      Class M-6 Certificates, seventh
      to
      the
      Class M-7 Certificates, eighth
      to
      the
      Class M-8 Certificates, ninth
      to the
      Class M-9 Certificates, tenth
      to the
      Class M-10 Certificates and eleventh
      to the
      Class B Certificates;

    


    
      
        
          
          

        

        
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    (h)           to
      the Mezzanine Certificates and the Class B Certificates, up to the amount of
      the
      related Allocated Realized Loss Amount remaining unpaid after giving effect
      to
      all other distributions pursuant to this Section 4.01, in the following order
      of
      priority: first
      to
      the
      Class M-1 Certificates, second
      to
      the
      Class M-2 Certificates, third
      to
      the
      Class M-3 Certificates, fourth
      to
      the
      Class M-4 Certificates, fifth
      to
      the
      Class M-5 Certificates, sixth
      to
      the
      Class M-6 Certificates, seventh
      to
      the
      Class M-7 Certificates, eighth
      to
      the
      Class M-8 Certificates, ninth
      to the
      Class M-9 Certificates, tenth
      to the
      Class M-10 Certificates and eleventh
      to the
      Class B Certificates; 

     

    (i)           to
      the Supplemental Interest Account, for payment to the Swap Counterparty, any
      unpaid Swap Termination Payment payable by the Trust (including any amount
      remaining unpaid from prior Distribution Dates) (only if the Swap Counterparty
      is the Defaulting Party or the sole Affected Party (each as defined in the
      Swap
      Agreement)) to the extent not paid with Net Monthly Excess Cashflow on such
      Distribution Date; and

     

    (j)           to
      the Class C Certificates, any remaining amount.

     

    Amounts
      on deposit in the Final Maturity Reserve Account shall be deemed to be
      distributed first from amounts received from the Supplemental Interest Account,
      if any, and then from all other amounts. On the Distribution Date on which
      the
      funds are distributed from the Final Maturity Reserve Account pursuant to this
      Section 4.01(d)(iii), after making all distributions pursuant to this Section
      4.01(d)(iii) (other than pursuant to Section 4.01(d)(iii)(j)), the Trustee
      shall
      distribute to itself all amounts remaining in the Final Maturity Reserve Account
      that were deposited therein from the Supplemental Interest Account and shall
      distribute all other amounts remaining in the Final Maturity Reserve Account
      pursuant to Section 4.01(d)(iii)(j).

     

    (iv)           On
      each Distribution Date, the Trustee shall withdraw from the Supplemental
      Interest Account the amounts equal to the Net Swap Payment and the Swap
      Termination Payment payable by the Trust that are required to be deposited
      in
      the Supplemental Interest Account pursuant to this Section 4.01 with respect
      to
      such Distribution Date and shall distribute such amounts to the Swap
      Counterparty on such Distribution Date. On each Distribution Date, the Trustee
      shall withdraw from the Supplemental Interest Account the Net Counterparty
      Payment and the Swap Termination Payment payable by the Swap Counterparty and
      received by the Trustee from the Swap Counterparty and deposited in the
      Supplemental Interest Account and shall distribute such amounts as follows
      (provided the Swap Termination Payment shall be distributed as provided in
      Section 3.30(c)): 

     

    (a)           first,
      for
      payment to the Swap Counterparty, any unpaid Swap Termination Payment payable
      by
      the Trust, including any amount remaining unpaid from prior Distribution Dates
      (unless the Swap Counterparty is the Defaulting Party or the sole Affected
      Party
      (each, as defined in the Swap Agreement)); and

    


    
      
        
          
          

        

        
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    (b)           second,

     

    
      	 	
              (A)

            	
              if
                the NIM Notes are outstanding, for payment in the amounts and in
                accordance with priorities (a) through (bb) of Section 4.01(d)(i)
                to the
                extent not paid with Net Monthly Excess Cashflow on such Distribution
                Date; provided the amount distributable to the Class C Certificates
                pursuant to Section 4.01(d)(i)(bb) shall be equal to the lesser of
                (I) the
                amount remaining after distribution of the amount in the Supplemental
                Interest Account pursuant to Sections 4.01(d)(i)(a) through (aa)
                on such
                Distribution Date and (II) the Class C NIM Payment Amount for such
                Distribution Date; or

            


    

    


    
      	 	
              (B)

            	
              if
                the NIM Notes are not outstanding, for payment in the amounts and
                in
                accordance with priorities (a) through (aa) of Section 4.01(d)(i)
                to the
                extent not paid with Net Monthly Excess Cashflow on such Distribution
                Date.

            


    

    


    Any
      amounts in the Supplemental Interest Account received from the Swap Counterparty
      and not distributed on a Distribution Date after payments pursuant to Section
      4.01(d)(iv)(b)(B) will remain in the Supplemental Interest Account and be
      distributed pursuant to Section 4.01(d)(iv)(b)(B) on the next Distribution
      Date.
      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 Supplemental Interest Account), the Trustee shall
      distribute all remaining amounts in the Supplemental Interest Account to
      itself.

     

    (v)           On
      each Distribution Date, all amounts representing Prepayment Charges in respect
      of the Mortgage Loans received during the related Prepayment Period shall 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 shall 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, 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. By
      acceptance of the Class R Certificates, the Holders of the Class R Certificates
      direct the Trustee to pay any amounts due to the Holders of the Class R
      Certificates on the first Distribution Date to the Holders of the Class C
      Certificates.

    


    
      
        
          
          

        

        
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    (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 shall 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.

     

    (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 shall 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

    


    
      
        
          
          

        

        
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    (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. and WaMu Capital Corp., equally, 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 Mezzanine 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.

     

    (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. Any amounts distributed to REMIC SwapX on any Distribution Date
      in respect of the Class Swap IO 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.
      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.

    


    
      
        
          
          

        

        
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    (k)           For
      purposes of distributions pursuant to Section 4.01(d)(iv)(b) and for purposes
      of
      determining the Class C NIM Payment Amount, the Trustee shall use, and shall
      be
      entitled to rely on, the information provided to the Trustee by or on behalf
      of
      (i) the Holders of all of the Class C Certificates as to whether and when the
      NIM Notes have been issued and outstanding and (ii) the indenture trustee under
      the Indenture with respect to the amount necessary to pay in full the NIM Notes
      as provided in the Indenture and to pay in full any amounts owed to the NIMS
      Insurer as provided in the Indenture. The Trustee shall determine the Class
      C
      NIM Payment Amount for any Distribution Date using the most current information
      with respect to such amounts available to the Trustee on such Distribution
      Date.

     

    
      	
              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, supersedeas 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 or indenture
      administrator 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, the Trustee shall prepare and make available to each
      Holder of the Regular Certificates, the Master Servicer, the NIMS Insurer,
      the
      indenture trustee under the Indenture and the Rating Agencies a statement by
      electronic medium (as set forth in the penultimate paragraph of this Section
      4.03(a)), based on information provided to the Trustee by the Master Servicer
      or
      the Swap Counterparty, as to the distributions made on such Distribution
      Date:

     

    (i)           the
      record dates, the accrual period, the determination date and the distribution
      date;

    


    
      
        
          
          

        

        
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    (ii)          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;

     

    (iii)         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 and the Pass-Through Rates, separately identified;

     

    (iv)         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;

     

    (v)          by
      Loan Group and in 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;

     

    (vi)         the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      and the Group I Principal Remittance Amount and the Group II Principal
      Remittance Amount for such Distribution Date;

     

    (vii)        the
      aggregate amount of Advances and Servicing Advances for the related Due Period,
      the amount of unrecovered Advances and Servicing Advances (after giving effect
      to Advances and Servicing Advances made on the Distribution Date) outstanding
      and the amount of Nonrecoverable Advances and Servicing Advances for such
      Distribution Date;

     

    (viii)       the
      number and aggregate Stated Principal Balance of the Group I Mortgage Loans,
      the
      Group II Mortgage Loans and all Mortgage Loans at the Close of Business at
      the
      end of the related Due Period and at the beginning of the related Due
      Period;

     

    (ix)          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;

     

    (x)           by
      Loan Group and in the aggregate, the number and aggregate unpaid principal
      balance of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent
      60-89 days, (c) delinquent 90-119 days and (d) 120 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;

    


    
      
        
          
          

        

        
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    (xi)          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;

     

    (xii)         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;

     

    (xiii)        by
      Loan Group and in the aggregate, the aggregate amount of Principal Prepayments
      made during the related Prepayment Period;

     

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

     

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

     

    (xvi)        the
      Certificate Principal Balance of the Class A Certificates, the Mezzanine
      Certificates, the Class B Certificates and the Class C Certificates, before
      and
      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;

     

    (xvii)       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;

     

    (xviii)      by
      Loan Group and in the aggregate, the aggregate amount of any Net 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;

     

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

     

    (xx)          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;

    


    
      
        
          
          

        

        
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    (xxi)         the
      Trustee Fee, the Master Servicer Fee and the PMI Insurer Fee on such
      Distribution Date;

     

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

     

    (xxiii)       the
      Available Funds;

     

    (xxiv)       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; 

     

    (xxv)        by
      Loan Group and in the aggregate, the Principal Balance of Mortgage Loans
      repurchased by the Seller;

     

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

     

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

     

    (xxviii)     (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), (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); and (C) the amount of coverage
      remaining under the PMI Policy; 

     

    (xxix)        (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); 

     

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

     

    (xxxi)        the
      Group I Swap Payment, the Group II Swap Payment, the Swap Payment, the
      Counterparty Payment, the Group I Net Swap Payment, the Group II Net Swap
      Payment, the Net Swap Payment and the Net Counterparty Payment for such
      Distribution Date; the Group I Swap Termination Payment paid on such
      Distribution Date, the Group II Swap Termination Payment paid on such
      Distribution Date, the Swap Termination Payment and the Swap Termination Payment
      remaining unpaid from prior Distribution Dates, and in each case whether payable
      by the Trust or by the Swap Counterparty; and any Counterparty Payments unpaid
      from prior Distribution Dates; and

    


    
      
        
          
          

        

        
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    (xxxii)       the
      Group I Final Maturity Reserve Amount, the Group II Final Maturity Reserve
      Amount, the Aggregate Final Maturity Reserve Amount and the aggregate amount
      on
      deposit in the Final Maturity Reserve Account for such Distribution
      Date.

     

    The
      Trustee shall 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, the Swap
      Counterparty and the Rating Agencies via the Trustee’s internet website. The
      Trustee’s internet website shall initially be located at
      https://www.tss.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 (ii) above, aggregated for such calendar year 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.

    


    
      
        
          
          

        

        
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    (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)           On
      or before the 18th day of each calendar month commencing in April 2006, or
      if
      such 18th day is not a Business Day, the Business Day immediately following
      such
      18th day, 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 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. 

    


    
      
        
          
          

        

        
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    (c)           The
      obligation of the Master Servicer to make such Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to
      Section 4.04(d) below, and, with respect to any Mortgage Loan, shall
      continue until the payment of the Mortgage Loan in full or 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.

            


    

     

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


     

    (1)           to
      Holders of REMIC 1 Regular Interest IX, and each of REMIC 1 Regular Interest
      I-1-A through I-58-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates.

     

    (2)           to
      the extent of amounts remaining after the distributions made pursuant to clause
      (1) above, payments of principal shall be allocated in such a manner so that
      (i)
      the sum of the Uncertificated Balances of the REMIC 1 Regular Interests with
      the
      designation "A" and denominated I-1-A through I-58-A is always equal to one-half
      the Swap Notional Amount and (ii) the Uncertificated Balance of each REMIC
      1
      Regular Interest with the designation "B" is the same as the Uncertificated
      Balance of the REMIC 1 Regular Interest with the designation "A" and the same
      numerical denomination; and

     

    (3)           to
      the Holders of REMIC 1 Regular Interest IX, (A) all amounts representing
      Prepayment Charges in respect of the Group I Mortgage Loans received during
      the
      related Prepayment Period and (B) on the Distribution Date immediately following
      the expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause. 

    


    
      
        
          
          

        

        
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    (b)           On
      each Distribution Date, the Trustee shall cause the sum of the Group II Interest
      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 Group II Regular Interests and distributed to the holders of the
      Class R Certificates (in respect of the Class R-1 Interest), as the case may
      be:


     

    (1)           to
      Holders of REMIC 1 Regular Interest IIX and each of REMIC 1 Regular Interest
      II-1-A through II-58-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates.

     

    (2)           to
      the extent of amounts remaining after the distributions made pursuant to clause
      (1) above, payments of principal shall be allocated in such a manner so that
      (i)
      the sum of the Uncertificated Balances of the REMIC 1 Regular Interests with
      the
      designation "A" and denominated II-1-A through II-58-A is always equal to
      one-half the Swap Notional Amount and (ii) the Uncertificated Balance of each
      REMIC 1 Regular Interest with the designation "B" is the same as the
      Uncertificated Balance of the REMIC 1 Regular Interest with the designation
      "A"
      and the same numerical denomination.

     

    (3)           to
      the Holders of REMIC 1 Regular Interest IIX, (A) all amounts representing
      Prepayment Charges in respect of the Group II Mortgage Loans received during
      the
      related Prepayment Period and (B) on the Distribution Date immediately following
      the expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause. 

     

    (c)           On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC 2 to REMIC 3 on account of the REMIC
      2
      Regular Interests and distributed to the Holders of the Class R Certificates
      (in
      respect of the Class R-2 Interest), as the case may be:

     

    (i)           first,
      to the Holders of REMIC 2 Regular Interest Swap-IO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates; second, to the Holders of REMIC 2 Regular Interest
      FMR-IO, in an amount equal to (A) Uncertificated Accrued Interest for such
      REMIC
      2 Regular Interest for such Distribution Date, plus (B) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates; and third to the
      Holders of REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4,
      M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, B, and ZZ, pro
      rata,
      in an
      amount equal to (A) the Uncertificated 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
      2
      Regular Interest ZZ shall be reduced and deferred when the REMIC 2
      Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target
      Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
      ZZ Uncertificated Interest Deferral Amount and such amount shall be payable
      to
      the Holders of REMIC 2 Regular Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4,
      M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, and B in the same proportion as the
      Extra Principal Distribution Amount is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of the REMIC 2 Regular
      Interest ZZ shall be increased by such amount;

    


    
      
        
          
          

        

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

     

    (iii)           to
      the Holders of REMIC 2 Regular Interests, in an amount equal to 50% of the
      remainder of the Available Funds such Distribution Date after the distributions
      made pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (1)           98.00%
      of such remainder to the Holders of REMIC 2 Regular Interest AA until the
      Uncertificated Balance of such REMIC 2 Regular Interest is reduced to zero,
      provided, however, that REMIC 2 Regular Interest AA 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 2 Regular Interest AA, until $100 has been distributed pursuant to this
      clause;

     

    (2)           2.00%
      of such remainder, first, to the Holders of REMIC 2 Regular Interest A-IA,
      A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, M10, and
      B,
      1.00% and in the same proportion as principal payments are allocated to the
      Corresponding Certificates, until the Uncertificated Balances of such REMIC
      2
      Regular Interests are reduced to zero and second, to the Holders of REMIC 2
      Regular Interest ZZ, until the Uncertificated Balance of such REMIC 2 Regular
      Interest is reduced to zero; and

     

    (3)           any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-2 Interest);

     

    (iv)           to
      the Holders of REMIC 2 Regular Interests, in an amount equal to 50% of the
      remainder of the Available Funds such Distribution Date after the distributions
      made pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (1)           first
      to the Holders of REMIC 2 Regular Interests 1SUB, 1GRP, 2SUB, 2GRP in such
      a
      manner as to keep the Uncertificated Principal Balance of each REMIC 2 Regular
      Interest 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 2 Regular Interest 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 over (y) the current Certificate Principal Balance of
      the
      Class A Certificates in the related Loan Group (except that if any such excess
      is a larger number than in the preceding distribution period, the least amount
      of principal shall be distributed to such REMIC 2 Regular Interests such that
      the REMIC 2 Subordinated Ratio is maintained); and then to the Holder of REMIC
      2
      Regular Interest XX, in each case until the Uncertificated Principal Balance
      of
      the REMIC 2 Regular Interest has been reduced to zero; and 

    


    
      
        
          
          

        

        
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    (2)
                 any remaining
      amount to the Holder of the Class R Certificates (in respect of the Class R-2
      Interest); and

     

    (v)           to
      the Holder of the REMIC 2 Regular Interest AA, all amounts representing
      Prepayment Charges in respect of the Mortgage Loans received during the related
      Prepayment Period, provided that the payment of such amounts shall not reduce
      the Uncertificated Principal Balance of such REMIC 2 Regular
      Interest.

     

    
      	
              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-10 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero, third, to the Class M-9 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero,
      fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero, fifth, to the Class M-7 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-5 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero, eighth, to
      the
      Class M-4 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero, ninth, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero, tenth, to the Class M-2
      Certificates until the Certificate Principal Balance thereof has been reduced
      to
      zero, and eleventh, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero. All Realized Losses to
      be
      allocated to the Certificate Principal Balances of 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 Mezzanine Certificates and the Class B Certificates shall be to the
      Certificate Principal Balance of 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 Mezzanine Certificates and
      the
      Class B Certificates on such Distribution Date.

    


    
      
        
          
          

        

        
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    Any
      allocation of Realized Losses to a Mezzanine Certificate or 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 A Certificates or 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)           Realized
      Losses on the Group I Mortgage Loans shall be allocated by the Trustee on each
      Distribution Date to REMIC 1 Regular Interest IX. If the Uncertificated
      Principal Balance of REMIC 1 Regular Interest IX has been reduced to zero,
      Realized Losses on the Group I Mortgage Loans shall be allocated to the
      remaining REMIC 1 Group I Regular Interests in ascending numerical order, in
      each case until the Uncertificated Principal Balance of such REMIC 1 Regular
      Interest has been reduced to zero. Realized Losses on the Group II Mortgage
      Loans shall be allocated by the Trustee on each Distribution Date to REMIC
      1
      Regular Interest IIX. If the Uncertificated Principal Balance of REMIC 1 Regular
      Interest IIX has been reduced to zero, Realized Losses on the Group II Mortgage
      Loans shall be allocated to the remaining REMIC 1 Group II Regular Interests
      in
      ascending numerical order, in each case until the Uncertificated Principal
      Balance of such REMIC 1 Regular Interest has been reduced to zero. 

     

    (ii)           50%
      of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
      on each Distribution Date to the following REMIC 2 Regular Interests in the
      specified percentages, as follows: 

     

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

     

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

     

    third,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, B and
      ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest B has been reduced to zero; 

    


    
      
        
          
          

        

        
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    fourth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M10
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M10 has been reduced to zero;

     

    fifth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M9 and
      ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest M9 has been reduced to zero; 

     

    sixth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M8 and
      ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest M8 has been reduced to zero; 

     

    seventh,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M7
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M7 has been reduced to zero; 

     

    eighth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M6
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M6 has been reduced to zero; 

     

    ninth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M5 and
      ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest M5 has been reduced to zero; 

     

    tenth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M4 and
      ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest M4 has been reduced to zero; 

     

    eleventh,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M3
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M3 has been reduced to zero; 

     

    twelfth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M2
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M2 has been reduced to zero; and

     

    thirteenth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M1
      and
      ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest M1 has been reduced to zero. 

     

    (iii)           50%
      of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
      on each Distribution Date to REMIC 2 Regular Interest 1GRP, 1SUB, 2GRP, REMIC
      2
      Regular Interest 2SUB, and REMIC 2 Regular Interest 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 2 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 2 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 2
      Subordinated Ratio is maintained); and then to REMIC 2 Regular Interest
      XX.

    


    
      
        
          
          

        

        
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    (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 the Certificate
      Principal Balances of 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,
      to the
      Class M-1 Certificates, second
      to
      the
      Class M-2 Certificates, third
      to the
      Class M-3 Certificates, fourth
      to
      the
      Class M-4 Certificates, fifth
      to the
      Class M-5 Certificates, sixth
      to the
      Class M-6 Certificates, seventh
      to the
      Class M-7 Certificates, eighth
      to the
      Class M-8 Certificates, ninth
      to
      the
      Class M-9 Certificates, tenth
      to
      the
      Class M-10 Certificates and eleventh
      to
      the
      Class B Certificates. All Subsequent Recoveries to be allocated to the
      Certificate Principal Balances of 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 Mezzanine
      Certificates and the Class B Certificates shall be to the Certificate Principal
      Balance of 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 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 A
      Certificates or the Class P Certificates. 

     

    (e)           (i)           If
      on any Distribution Date Subsequent Recoveries occurred in the related
      Prepayment Period relating to the Group I Mortgage Loans, the amount of such
      Subsequent Recoveries shall be allocated first to the REMIC 1 Group I Regular
      Interests with the designations “A” and “B” in the reverse order in which
      Realized Losses were allocated under Section 4.06(c)(i), and then to REMIC
      1
      Regular Interest IX. If on any Distribution Date Subsequent Recoveries occurred
      in the related Prepayment Period relating to the Group II Mortgage Loans, the
      amount of such Subsequent Recoveries shall be allocated first to the REMIC
      1
      Group II Regular Interests with the designations “A” and “B” in the reverse
      order in which Realized Losses were allocated under Section 4.06(c)(i), and
      then
      to REMIC 1 Regular Interest IIX.

     

    (ii)           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 2 Regular Interests as follows:

    


    
      
        
          
          

        

        
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    (i)           50%
      of the Subsequent Recoveries from all Loan Groups shall be allocated among
      the
      REMIC 3 Regular Interests in the same proportions and amounts, but in the
      reverse order, as Realized Losses were allocated under Section 4.06(c)(ii).
      

     

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

     

    
      	
              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)           The
      Trustee and the Master Servicer shall reasonably cooperate with the Depositor
      in
      connection with the Trust’s satisfying the reporting requirements under the 1934
      Act.

     

    (i)           Within
      15 days after each Distribution Date, the Depositor shall, in accordance with
      industry standards and applicable regulations, file with the Commission via
      the
      Electronic Data Gathering Analysis and Retrieval System (“EDGAR”), a
      Distribution Report on Form 10-D, signed by the Depositor, with a copy of the
      monthly statement to be furnished by the Trustee to the Certificateholders
      for
      such Distribution Date and detailing all data elements specified in Item 1121(a)
      of Regulation AB as part of the monthly statement or otherwise as part of the
      Form 10-D; provided that the Depositor shall have received no later than 12:00
      p.m. P.S.T. 2 Business Days prior to the date such Distribution Report on Form
      10-D is required to be filed, all information required to be provided to the
      Depositor as described in clause (a)(iv) below.

     

    (ii)           The
      Depositor will prepare and file Current Reports on Form 8-K in respect of the
      Trust, as and when required.

     

    (iii)           Prior
      to January 30 of the first year in which the Depositor is able to do so under
      applicable law, the Depositor shall, in accordance with industry standards
      and
      applicable regulations, file a Form 15 Suspension Notice with respect to the
      Trust Fund, if applicable. Prior to (x) March 15 of the year following the
      year
      of the execution of this Agreement and (y) unless and until a Form 15 Suspension
      Notice shall have been filed, prior to March 15 of each year thereafter, the
      Master Servicer shall provide the Depositor with an Annual Statement of
      Compliance, together with a copy of the Assessment of Compliance and Attestation
      Report to be delivered by the Master Servicer pursuant to Sections 3.20 and
      3.21
      (including with respect to the Sub-Servicer and any other subservicer or
      subcontractor, if required to be filed). Prior to (x) March 31, of the year
      following the year of the execution of this Agreement and (y) unless and until
      a
      Form 15 Suspension Notice shall have been filed, March 31 of each year
      thereafter, the Depositor shall, subject to subsection (d) below, file a Form
      10-K, in substance as required by applicable law or applicable Securities and
      Exchange Commission staff’s interpretations and conforming to industry
      standards, with respect to the Trust Fund. Such Form 10-K shall include the
      Assessment of Compliance, Attestation Report, Annual Statements of Compliance
      and other documentation provided by the Master Servicer pursuant to Sections
      3.20 and 3.21 (including with respect to the Sub-Servicer and any other
      subservicer or subcontractor, if required to be filed) and with respect to
      the
      Trustee, and the Form 10-K (the “Certification”) signed by the senior officer of
      the Depositor in charge of securitization; provided that the Depositor shall
      have received no later than March 15 of each calendar year prior to the filing
      deadline for the Form 10-K all information, data and exhibits required to be
      provided or filed with such Form 10-K and required to be provided to the
      Depositor as described in clause (a)(iv) below. If they are not so timely
      delivered, the Depositor shall file an amended Form 10-K including such
      documents as exhibits reasonably promptly after they are delivered to the
      Depositor. 

    


    
      
        
          
          

        

        
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    (iv)           As
      to each item of information required to be included in any Form 10-D, Form
      8-K
      or Form 10-K, the Depositor’s obligation to include the information in the
      applicable report is subject to receipt from the entity that is indicated in
      Exhibit O as the responsible party for providing that information, if other
      than
      the Trustee or the Depositor, as applicable, as and when required as described
      above. Each of the Trustee, the Master Servicer and the Depositor, as
      applicable, hereby agree to notify and provide to the Trustee and the Depositor
      all information that is required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, with respect to which that entity is indicated in Exhibit O as the
      responsible party for providing that information. The Master Servicer shall
      be
      responsible for determining the pool concentration applicable to any subservicer
      or originator at any time, for purposes of disclosure as required by Items
      1117
      and 1119 of Regulation AB. 

     

    (b)           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 Trustee shall sign a back-up certification (in
      the form attached hereto as Exhibit P) for the benefit of the Depositor and
      its
      officers, directors and Affiliates. The Trustee shall indemnify and hold
      harmless the Depositor, the Master Servicer and each Person, if any, who
“controls” the Depositor or the Master Servicer within the meaning of the
      Securities Act of 1933, as amended, and their respective officers and directors
      from and against any losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses arising out of or based upon (i) a breach of the Trustee’s obligations
      under Section 3.21(e) to provide the Assessment of Compliance until a Form
      15 is
      filed, Section 4.03(a) to provide statements as specified in Section 4.03(a),
      Section 4.03(a)(iv) to provide information to be included in any Form 10-D,
      Form
      8-K or Form 10-K or this Section 4.08(b) to provide backup certification or
      (ii) any material misstatement or omission in (A) the Certification made in
      reliance on any material misstatement or omission contained in the certification
      provided by the Trustee in the form of Exhibit P or in the Assessment of
      Compliance provided pursuant to Section 3.21 until a Form 15 is filed or (B)
      the
      information provided by the Trustee pursuant to Section 4.08(a)(iv) for
      inclusion in any Form 10-D, Form 8-K or Form 10-K or in the statement provided
      by the Trustee pursuant to Section 4.03(a) unless such misstatement or omission
      is based on the information provided to the Trustee by the Master Servicer
      or
      the Swap Counterparty. The Master Servicer shall indemnify and hold harmless
      the
      Depositor, the Trustee and each Person, if any, who “controls” the Depositor or
      the Trustee within the meaning of the Securities Act of 1933, as amended, and
      their respective officers and directors from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      (i) a
      breach of the Master Servicer’s obligations under Section 3.20, Section 3.21 or
      Section 4.08 or (ii) any material misstatement or omission in the
      Certification made in reliance on any material misstatement or omission
      contained in any certification provided by the Master Servicer under this
      Section 4.08 or in the Officer’s Certificate provided pursuant to Section 3.20
      or the Assessment of Compliance provided pursuant to Section 3.21. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the indemnified party, then (i) the Trustee agrees that in
      connection with (a) a breach of the Trustee’s obligations under Section 3.21(e)
      to provide the Assessment of Compliance until a Form 15 is filed, Section
      4.03(a) to provide statements as specified in Section 4.03(a), Section
      4.08(a)(iv) to provide information to be included in any Form 10-D, Form 8-K
      or
      Form 10-K or this Section 4.08(b) to provide backup certification or (b)
      any material misstatement or omission in (A) the Certification made in reliance
      on any material misstatement or omission contained in the certification provided
      by the Trustee in the form of Exhibit P or in the Assessment of Compliance
      provided pursuant to Section 3.21 until a Form 15 is filed, or (B) the
      information provided by the Trustee pursuant to Section 4.08(a)(iv) for
      inclusion in any Form 10-D, Form 8-K or Form 10-K or in the statement provided
      by the Trustee pursuant to Section 4.03(a) unless such misstatement or omission
      is based on the information provided to the Trustee by the Master Servicer
      or
      the Swap Counterparty that it shall contribute to the amount paid or payable
      by
      the Depositor and/or the Master Servicer as a result of the losses, claims,
      damages or liabilities of the Depositor and/or the Master Servicer in such
      proportion as is appropriate to reflect the relative fault of the Depositor
      or
      the Master Servicer, as the case may be, on the one hand and the Trustee on
      the
      other and (ii) the Master Servicer agrees that it shall contribute to the
      amount paid or payable by the Depositor and/or the Trustee as a result of the
      losses, claims, damages or liabilities of the Depositor and/or the Trustee
      in
      such proportion as is appropriate to reflect the relative fault of the Depositor
      or the Trustee, as the case may be, on the one hand and the Master Servicer
      on
      the other in connection with (a) a breach of the Master Servicer’s obligations
      under this Section 4.08(b) or (b) any material misstatement or omission in
      the Certification made in reliance on any material misstatement or omission
      contained in the certification provided by the Master Servicer under this
      Section 4.08 or in the Officer’s Certificate provided pursuant to Section 3.20
      or the Assessment of Compliance provided pursuant to Section
      3.21.


    
      
        
          
          

        

        
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              Section
                4.09

            	
              Supplemental
                Interest Account.

            


    

     

    (a)           On
      the Closing Date, the Trustee shall establish and maintain in its name, a
      separate non-interest bearing account for the benefit of the Holders of the
      Class A Certificates, the Mezzanine Certificates, the Class B Certificates
      and
      the Class C Certificates (the “Supplemental Interest Account”), into which the
      Depositor shall initially deposit $1,000. The Supplemental Interest Account
      shall be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other moneys,
      including, without limitation, other moneys of the Trustee held pursuant to
      this
      Agreement. 

     

    (b)           The
      Trustee shall deposit, to the extent of available funds, into the Supplemental
      Interest Account any amounts required to be paid by the Trust for payment to
      the
      Supplemental Interest Account pursuant to Section 4.01 and shall distribute
      from
      the Supplemental Interest Account any such amounts to the Swap Counterparty
      as
      required by Section 4.01(d)(iv). The Trustee shall deposit into the Supplemental
      Interest Account any amounts received from the Swap Counterparty and shall
      distribute from the Supplemental Interest Account any such amounts to the Swap
      Counterparty and to the Holders of the Class A Certificates, the Mezzanine
      Certificates, the Class B Certificates and the Class C Certificates as required
      pursuant to Section 4.01(d)(iv).

     

    


    
      
        
          
          

        

        
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    (c)           Funds
      in the Supplemental Interest Account shall be invested in Eligible Investments.
      The Class C Certificates shall evidence ownership of the Supplemental Interest
      Account for federal income tax purposes and the Holders of the majority of
      the
      Percentage Interest thereof shall direct the Trustee, in writing, as to
      investment of amounts on deposit therein. In the absence of written instructions
      from the Holders of the Class C Certificates as to investment of funds on
      deposit in the Supplemental Interest Account, such funds 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 the Supplemental Interest
      Account.

     

    
      	
              Section
                4.10

            	
              Final
                Maturity Reserve Account.

            


    

     

    (a)           On
      the Closing Date, the Trustee shall establish and maintain in its name, a
      separate non-interest bearing account for the benefit of the Holders of the
      Class A Certificates, the Mezzanine Certificates, the Class B Certificates
      and
      the Class C Certificates (the “Final Maturity Reserve Account”), into which the
      Depositor shall initially deposit $1,000. The Final Maturity Reserve Account
      shall be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other moneys,
      including, without limitation, other moneys of the Trustee held pursuant to
      this
      Agreement.

     

    (b)           The
      Trustee shall deposit into the Final Maturity Reserve Account any Group I Final
      Maturity Reserve Amount, Group II Final Maturity Reserve Amount and Supplemental
      Final Maturity Reserve Amount pursuant to Section 4.01. The Trustee shall
      distribute the funds in the Final Maturity Reserve Account pursuant to Section
      4.01(d)(iii).

     

    (c)           Funds
      in the Final Maturity Reserve Account shall be held by the Trustee uninvested.
      The Class C Certificates shall evidence ownership of the Final Maturity Reserve
      Account for federal income tax purposes.

     

    (d)           For
      federal income tax purposes, any Certificateholder that receives a principal
      payment from the Final Maturity Reserve Account shall be treated as selling
      a
      portion of its Certificate to the Holder of the Class C Certificates and as
      having received the amount of the principal payment from the Holder of the
      Class
      C Certificates as the proceeds of the sale. The portion of the Certificate
      that
      is treated as having been sold shall equal the amount of the corresponding
      reduction in the Certificate Principal Balance of such Certificate. Principal
      payments received from the Final Maturity Reserve Account shall not be treated
      as distributions from any REMIC created hereby. All principal distributions
      from
      the Final Maturity Reserve Account shall be accounted for hereunder in
      accordance with this Section 4.10(d).

     

    
      
        
          
          

        

        
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              Section
                4.11

            	
              Intention
                of the Parties and Interpretation. 

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and
      4.08 of this Agreement is to facilitate compliance by the Depositor with the
      provisions of Regulation AB, as such may be amended from time to time and
      subject to clarification and interpretive advice as may be issued by the staff
      of the Commission from time to time. Therefore, each of the parties agrees
      that
      (a) the obligations of the parties hereunder shall be interpreted in such a
      manner as to accomplish that purpose, (b) the parties’ obligations hereunder
      will be supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with requests made by the Depositor for delivery of additional
      or
      different information as the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB, and (d) no amendment of this
      Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB. 

     

    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-1 through
      A-21. 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.

    


    
      
        
          
          

        

        
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    (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.

     

    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 (as defined in
      the
      Letter of Representations) 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.


    
      
        
          
          

        

        
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    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 notifies the Trustee and the Depository of its intent to terminate
      the
      book-entry system through the Depository and, upon receipt of notice of such
      intent from the Depository, the Depository Participants with a position in
      the
      Book Entry Certificates agree to initiate such termination, 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
      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’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, the Trust Fund 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-2) 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
      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.

    


    
      
        
          
          

        

        
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    (c)           No
      transfer of a Class A Certificate, Mezzanine Certificate or Class B Certificate
      shall be made unless the Trustee shall have received a representation letter
      from the transferee of such Certificate, substantially in the form set forth
      in
      Exhibit I, to the effect that either (i) such transferee is neither a Plan
      nor a
      Person acting on behalf of any such Plan or using the assets of any such Plan
      to
      effect such transfer or (ii) the acquisition and holding of the Class A
      Certificate, the Mezzanine Certificate or the Class B Certificate are eligible
      for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
      84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23. Notwithstanding anything
      else to the contrary herein, any purported transfer of a Class A Certificate,
      Mezzanine Certificate or Class B Certificate on behalf of a Plan without the
      delivery to the Trustee of a representation letter as described above shall
      be
      void and of no effect. If the Class A Certificate, the Mezzanine Certificate
      or
      the Class B Certificate is a Book-Entry Certificate, the transferee will be
      deemed to have made a representation as provided in clause (i) or (ii) of this
      paragraph, as applicable.

     

    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, in the case
      of the Class C Certificates or the Class P Certificates, 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 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). 

    


    
      
        
          
          

        

        
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    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:

     

    


    
      
        
          
          

        

        
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    (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

     

    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.

    


    
      
        
          
          

        

        
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    (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.

     

    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.

    


    
      
        
          
          

        

        
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    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, 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.

     

    
      	
              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.

    


    
      
        
          
          

        

        
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    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).

     

    
      	
              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 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.

    


    
      
        
          
          

        

        
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    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 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.


    
      
        
          
          

        

        
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    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 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 

     

    
      
        
          
          

        

        
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    (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
      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)           [reserved];
      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

     

    
      
        
          
          

        

        
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    (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 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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    In
      connection with the termination or resignation of the Master Servicer hereunder,
      either (i) the successor Master Servicer, including the Trustee if the Trustee
      is acting as successor Master Servicer, shall represent and warrant that it
      is a
      member of MERS in good standing and shall agree to comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS, in which case the
      predecessor Master Servicer shall cooperate with the successor Master Servicer
      in causing MERS to revise its records to reflect the transfer of servicing
      to
      the successor Master Servicer as necessary under MERS’ rules and regulations, or
      (ii) the predecessor Master Servicer shall cooperate with the successor Master
      Servicer in causing MERS to execute and deliver an assignment of Mortgage in
      recordable form to transfer the Mortgage from MERS to the Trustee and to execute
      and deliver such other notices, documents and other instruments as may be
      necessary or desirable to effect a transfer of such Mortgage Loan or servicing
      of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
      predecessor Master Servicer shall file or cause to be filed any such assignment
      in the appropriate recording office. The predecessor Master Servicer shall
      bear
      any and all fees of MERS, costs of preparing any assignments of Mortgage, and
      fees and costs of filing any assignments of Mortgage that may be required under
      this Section 7.02(a).

     

    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.

     

    
      
        
          
          

        

        
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              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. 

     

    (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.

     

    


    
      
        
          
          

        

        
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    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.

     

    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.

     

    
      
        
          
          

        

        
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              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;

     

    (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;

     

    
      
        
          
          

        

        
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    (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 or the Supplemental Interest
      Account at the direction of the Master Servicer pursuant to Section 3.12 or
      the Holders of the majority of the Percentage Interest in the Class C
      Certificates, pursuant to Section 4.09, as applicable; 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.

     

    (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.

     

    
      
        
          
          

        

        
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              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
      Swap Agreement) and duties under this Agreement, other than any loss, liability
      or expense (i) in any way relating to the failure of the 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 4.08 or 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.

     

    
      
        
          
          

        

        
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    (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.

     

    
      	
              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.

     

    
      
        
          
          

        

        
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    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 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 and the Swap Counterparty. 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.

     

    
      
        
          
          

        

        
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              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.

     

    In
      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.

     

    
      
        
          
          

        

        
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    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 $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. In order to comply with its duties under
      the
      U.S. Patriot Act, the Custodian shall obtain and verify certain information
      and
      documentation from the other parties to this Agreement, including, but not
      limited to, such parties’ name, address, and other identifying
      information.

     

    
      	
              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 DB Services Tennessee, 648 Grassmere Park Road,
      Nashville, TN 37211-3658, Attn: Transfer Unit for such purpose.

     

    
      
        
          
          

        

        
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              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.

     

    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,
      REMIC 3 Regular Interests, REMIC 3 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 Holder of a majority of the
      Percentage Interest in the Class C Certificates or 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
      and
      any amounts payable by the Trust to the Swap Counterparty pursuant to the Swap
      Agreement, including any Swap Termination Payment payable by the Trust including
      any interest on such Swap Termination Payment at the applicable rate set forth
      in the Swap Agreement from the Early Termination Date until such Swap
      Termination Payment is paid.

     

    
      
        
          
          

        

        
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    (b)           The
      Holder of a majority of the Percentage Interest in the Class C Certificates
      (except if such Holder is the Seller or any of its Affiliates) shall have the
      right, and if the Holder of a majority of the Percentage Interest in the Class
      C
      Certificates does not exercise such right, 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 to clause (i) of the preceding
      paragraph only if 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)), (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) and (C) will result in distributions to the Swap Counterparty sufficient
      to pay in full all amounts payable by the Trust to the Swap Counterparty
      pursuant to the Swap Agreement, including any Swap Termination Payment payable
      by the Trust including any interest on such Swap Termination Payment at the
      applicable rate set forth in the Swap Agreement from the Early Termination
      Date
      until such Swap Termination Payment is paid. The Terminator shall give notice
      to
      the Trustee and the Swap Counterparty of its election to purchase all Mortgage
      Loans and REO Properties remaining to REMIC 1 no later than four Business Days
      prior to the related Determination Date in the month immediately preceding
      the
      Distribution Date on which the Certificates will be retired; provided that
      the
      Terminator, or the Trustee on its behalf, may request a non-binding estimate
      of
      the Swap Termination Payment due upon the exercise of the right of repurchase
      pursuant to this Section 9.01 prior to such Determination Date. 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. 

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

    (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. and WaMu Capital Corp., equally, 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-1 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, the REMIC
      2
      Regular Interests shall be designated as the Regular Interests in REMIC 2 and
      the Class R-2 Interest shall be designated as the Residual Interest in REMIC
      2.
      The REMIC 3 Regular Interests shall be designated as the Regular Interests
      in
      REMIC 3 and the Class R-3 Interest shall be designated as the Residual Interest
      in REMIC 3. 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 the 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. For the purposes of the REMIC election in respect of REMIC SwapX,
      the
      Class Swap IO Upper-Tier Interest shall be designated as the Regular Interests
      in REMIC SwapX and the Class R-SwapX Interest shall be designated as the
      Residual Interest in REMIC SwapX. The Trustee shall not permit the creation
      of
      any “interests” in REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC SwapX or REMIC PX
      (within the meaning of Section 860G of the Code) other than the REMIC 1 Regular
      Interests, the REMIC 2 Regular Interests, the REMIC 3 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 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, REMIC SwapX 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 and REMIC SwapX. 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.

     

    
      
        
          
          

        

        
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    (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.

     

    (l)           The
      Trustee shall treat each of the Reserve Fund, the Supplemental Interest Account
      and the Final Maturity Reserve Account as an outside reserve fund within the
      meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holders of
      the
      Class C Certificates and that is not an asset of any REMIC. The Trustee shall
      treat the beneficial owners of the Certificates (other than the Class P
      Certificates, the Class C Certificates and the Residual Certificates) as having
      entered into a notional principal contract with respect to the beneficial owners
      of the Class C Certificates. Pursuant to each such notional principal contract,
      all beneficial owners of the Certificates (other than the Class P Certificates,
      the Class C Certificates and the Residual Certificates) shall be treated as
      having agreed to pay, on each Distribution Date, to the beneficial owners of
      the
      Class C Certificates an aggregate amount equal to the excess, if any, of (i)
      the
      amount payable on such Distribution Date on the interest in REMIC 3
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class C
      Shortfall”). A Class C Shortfall payable from interest collections shall be
      allocated pro
      rata
      among
      such Certificates based on the amount of interest otherwise payable to such
      Certificates, and a Class C Shortfall payable from principal collections shall
      be allocated to the most subordinate Class of Certificates with an outstanding
      Certificate Principal Balance to the extent of such balance. In addition,
      pursuant to such notional principal contract, the beneficial owner of the Class
      C Certificates shall be treated as having agreed to pay (i) Net WAC Rate
      Carryover Amounts and (ii) on any Distribution Date on or after April 2013
      through the Distribution Date in March 2036 if amounts are not paid in to the
      Final Maturity Reserve Account because the Final Maturity Reserve Funding Date
      has occurred or constant prepayment rate of the Mortgage Loans is above 15%,
      any
      amounts that would have been paid to the Final Maturity Reserve if the Final
      Maturity Reserve Funding Date had not occurred or constant prepayment rate
      of
      the Mortgage Loans was below 15%, to the extent such amounts are used to make
      payments on such Certificates to the Holders of the Certificates (other than
      the
      Class P Certificates, the Class C Certificates and the Residual Certificates)
      pursuant to the terms of this Agreement. Any payments on the Certificates in
      light of the foregoing shall not be payments with respect to a “regular
      interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any
      payment from the Certificates of a Class C Shortfall shall be treated for tax
      purposes as having been received by the beneficial owners of such Certificates
      in respect of their interests in the REMIC 4 and as having been paid by such
      beneficial owners to the Supplemental Interest Account pursuant to the notional
      principal contract. Thus, each Certificate (other than the Class P Certificates,
      the Class C Certificates and the Residual Certificates) shall be treated as
      representing ownership of not only regular interests in REMIC 3, but also
      ownership of an interest in (and obligations with respect to) a notional
      principal contract. For purposes of determining the issue price of the regular
      interests in REMIC 3, the Trustee shall assume that the notional principal
      contract has a value of $10,000 as of the Closing Date in favor of the
      Certificates (other than the Class C Certificates, the Class P Certificates
      and
      the Residual Certificates) and shall allocate such value proportionately to
      each
      such Class of Certificates based on such Class’s initial Certificate Principal
      Balance.

    


    
      
        
          
          

        

        
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              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.

     

    (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.

    


    
      
        
          
          

        

        
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    (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 if necessary, with the prior written
      consent of the Swap Counterparty (as described below), 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 if necessary, with the
      prior written consent of the Swap Counterparty (as described below), and with
      the consent of the Holders of Certificates entitled to at least 66% of the
      Voting Rights, for 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.
      


    
      
        
          
          

        

        
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    In
      addition to the provisions of this Section 11.01 and as long as the Swap
      Counterparty remains the Swap Counterparty under the Swap Agreement or is owed
      any amounts under this Agreement, the prior written consent of the Swap
      Counterparty shall be necessary for the adoption of any proposed amendment
      of
      this Agreement that, in the Swap Counterparty’s reasonable determination,
      materially affects the Swap Counterparty’s rights or interests under this
      Agreement, including, but not limited to, the right to receive any Net Swap
      Payment or Swap Termination Payment due and owing to it under this Agreement;
      provided that any such consent of the Swap Counterparty shall not be
      unreasonably withheld.

     

    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 or the Trust
      Fund.

     

    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.


    
      
        
          
          

        

        
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    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.


    
      
        
          
          

        

        
          190

          
            

          

        

        
          
          

        

      

    

    


    
      	
              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.

     

    
      	
              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: (206) 554-2717), 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 LB0602 (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: (206)
      554-2717), or such other address or telecopy number as may be furnished to
      the
      other parties hereto in writing by the Depositor, (d) in the case of the Swap
      Counterparty, as provided in the Swap Agreement, and (e) 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 hereto 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, the Swap Counterparty and the NIMS
                Insurer.

            


    

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies, the Swap Counterparty and the NIMS Insurer with respect to each of
      the
      following of which it has actual knowledge:

     

    1.           Any
      amendment to this Agreement;


    
      
        
          
          

        

        
          191

          
            

          

        

        
          
          

        

      

    

    


    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;

     

    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 and
      the Swap Counterparty 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 (i) Moody’s Investors
      Service, Inc., 99 Church Street, New York, NY 10048, Attention: MBS
      Monitoring/Long Beach Mortgage Loan Trust 2006-2, (ii) Fitch, Inc., One State
      Street Plaza, New York, New York 10004 (iii) Standard & Poor’s Rating
      Services, Inc., 55 Water Street, New York, New York 10041, (iv) Bank of America,
      N.A., 1633 Broadway, New York, New York 10019 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.


    
      
        
          
          

        

        
          192

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Section
                11.09

            	
              Third-Party
                Beneficiaries.

            


    

     

    (a)           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.

     

    (b)           The
      Swap Counterparty 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 Swap Counterparty hereunder shall permanently
      terminate upon the later to occur of (i) the expiration of the Swap Agreement,
      and (ii) the payment in full to the Swap Counterparty, of any amounts owed
      to it
      under the Swap Agreement.

     

    
      	
              Section
                11.10

            	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      and the other property specified in Section 2.01 by the Depositor to the Trustee
      be, and be construed as, a sale and not a pledge 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 or other property
      conveyed to the Trustee pursuant to Section 2.01 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 and all other property
      conveyed to the Trustee pursuant to Section 2.01 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 and all other property conveyed to the Trustee pursuant
      to
      Section 2.01 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.


    
      
        
          
          

        

        
          193

          
            

          

        

        
          
          

        

      

    

    



    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: James
      Mark

    Title: Authorized
      Officer

    


    LONG
      BEACH MORTGAGE COMPANY,

    as
      Master
      Servicer

    


     

    By:____________________________________  

    Name: James
      Mark

    Title: First
      Vice President

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

    


    


    
      By:____________________________________  

    

    Name: Valerie
      Delgado

    Title: Assistant
      Vice President

     

     

    
      By:____________________________________

    

    Name: Hang
      Luu

    Title: Authorized
      Signer

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    
      	
              STATE
                OF WASHINGTON

            	
              )

            
	 	
              )   ss.:

            
	
              COUNTY
                OF KING

            	
              )

            


    

    


    On
      March
      ___, 2006 before me, _____________________________, personally appeared JAMES
      MARK, personally known to me (or proved to me on the basis of satisfactory
      evidence) to be the person whose name is subscribed to the within instrument
      and
      acknowledged to me that he executed the same in his authorized capacity, and
      that by his signature on the instrument the person, or the entity upon behalf
      of
      which the person acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    


    Signature
      _________________________________

    


    


    (Seal)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )   ss.:

            
	
              COUNTY
                OF ORANGE

            	
              )

            


    

    


    On
      March
      ___, 2006 before me, _____________________________, personally appeared
VALERIE
      DELGADO,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person whose name is subscribed to the within instrument and
      acknowledged to me that she executed the same in her authorized capacity, and
      that by her signature on the instrument the person, or the entity upon behalf
      of
      which the person acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    


    Signature
      _________________________________

    


    


    (Seal)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )   ss.:

            
	
              COUNTY
                OF ORANGE

            	
              )

            


    

    


    


    On
      March
      ___, 2006 before me, _____________________________, personally appeared HANG
      LUU,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his authorized capacity, and
      that by his signature on the instrument the person, or the entity upon behalf
      of
      which the person acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    


    Signature
      _________________________________

    


    


    (Seal)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    EXHIBIT
      A-1

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CLASS
      I-A
      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”).

    


    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.


    
      
        
        

      

      
        I-A-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              I-A

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        I-A-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      I-A

    


    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 I-A Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class I-A 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 I-A Certificate (obtained by dividing the
      Denomination of this Class I-A 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 March 1, 2006 (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 I-A Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Class I-A Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

    


    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 I-A 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 I-A 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.

    



    
      
        
        

      

      
        I-A-3

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
      to be duly executed.

    


    Dated:
      March __, 2006

    LONG
      BEACH MORTGAGE LOAN TRUST 2006-2

    


    
      	 	
              By:

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY

            


    

    not
      in
      its individual capacity, but solely as

    Trustee

    


    


    By____________________________________________

    


    


    This
      is
      one of the Class I-A

    Certificates
      referenced in the within-

    mentioned
      Agreement

    


    


    By____________________________________________

    Authorized
      Signatory of

    Deutsche
      Bank National Trust Company, 

    as
      Trustee

    



    
      
        
        

      

      
        I-A-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class I-A Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        I-A-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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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.

    



    
      
        
        

      

      
        I-A-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

    



    
      
        
        

      

      
        I-A-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 named above, or
              ______________________________________________________________________,	 
	as
              its agent.	 
	 	 
	 	 


    

     

     

     

    


    



    
      
        
        

      

      
        I-A-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CLASS
      II-A1 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”).

    


    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.

    


    
      
        
        

      

      
        II-A-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              II-A1

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        II-A-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      II-A1

    


    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 II-A1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A1 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 II-A1 Certificate (obtained by dividing the
      Denomination of this Class II-A1 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 March 1, 2006 (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 II-A1 Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Class II-A1 Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

    


    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 II-A1 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 II-A1 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.

    



    
      
        
        

      

      
        II-A-3

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
      to be duly executed.

    


    Dated:
      March __, 2006

     

     

    
      	 	LONG
              BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY 
                not
                  in its individual capacity, but solely as

                Trustee

              

            	 
	 	 	 	 
	 	 	 	 
	 	By 	_________________________________________	 
	 	 	 	 


    

     

    


    This
      is
      one of the Class II-A1 Certificates 

    referenced
      in the within-mentioned 

    Agreement

    


    


    By
_________________________________________

    Authorized
      Signatory of

    Deutsche
      Bank National Trust Company, 

    as
      Trustee

    



    
      
        
        

      

      
        II-A-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class II-A1 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        II-A-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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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.


    
      
        
        

      

      
        II-A-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

    



    
      
        
        

      

      
        II-A-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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

       




    
      
        
        

      

      
        II-A-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-3

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CLASS
      II-A2 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”).

    


    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.

    



    
      
        
        

      

      
        II-A2-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              II-A2

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        II-A2-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      II-A2

    


    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 II-A2 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A2 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 II-A2 Certificate (obtained by dividing the
      Denomination of this Class II-A2 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 March 1, 2006 (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 II-A2 Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Class II-A2 Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

    


    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 II-A2 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 II-A2 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.

    



    
      
        
        

      

      
        II-A2-3

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
      to be duly executed.

    


    Dated:
      March __, 2006

    
       

       

      
        	 	LONG
                BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY 
                  not
                    in its individual capacity, but solely as

                  Trustee

                

              	 
	 	 	 	 
	 	 	 	 
	 	By 	_________________________________________	 
	 	 	 	 


      

       

      


      This
        is
        one of the Class II-A2 Certificates 

      referenced
        in the within-mentioned 

      Agreement

      


      


      By
_________________________________________

      Authorized
        Signatory of

      Deutsche
        Bank National Trust Company, 

      as
        Trustee

      
 

    


    
      
        
        

      

      
        II-A2-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class II-A2 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        II-A2-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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.


    
      
        
        

      

      
        II-A2-6

        
          

        

      

      
        
        

      

    


    


    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

      





    
      
        
        

      

      
        II-A2-7

        
          

        

      

      
        
        

      

    


    


    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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

       

    


    
      
        
        

      

      
        II-A2-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CLASS
      II-A3 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”).

    


    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.


    
      
        
        

      

      
        II-A3-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              II-A3

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            
	 	 	 


    

    



    
      
        
        

      

      
        II-A3-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      II-A3

    


    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 II-A3 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A3 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 II-A3 Certificate (obtained by dividing the
      Denomination of this Class II-A3 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 March 1, 2006 (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 II-A3 Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Class II-A3 Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

    


    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 II-A3 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 II-A3 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.

    



    
      
        
        

      

      
        II-A3-3

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
      to be duly executed.

    


    Dated:
      March __, 2006

    
       

      
        	 	LONG
                BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY 
                  not
                    in its individual capacity, but solely as

                  Trustee

                

              	 
	 	 	 	 
	 	 	 	 
	 	By 	_________________________________________	 
	 	 	 	 


      

       

      


      This
        is
        one of the Class II-A3 Certificates 

      referenced
        in the within-mentioned 

      Agreement

      


      


      By
_________________________________________

      Authorized
        Signatory of

      Deutsche
        Bank National Trust Company, 

      as
        Trustee

      


        
          
            
            

          

          
            II-A3-4

            
              

            

          

          
            
            

          

        



    

    


    [Reverse
      of Class II-A3 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        II-A3-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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.


    
      
        
        

      

      
        II-A3-6

        
          

        

      

      
        
        

      

    


    


    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

    



    
      
        
        

      

      
        II-A3-7

        
          

        

      

      
        
        

      

    


    


    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

       

    

    



    
      
        
        

      

      
        II-A3-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    CLASS
      II-A4 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”).

    


    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.


    
      
        
        

      

      
        II-A4-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              II-A4

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            
	 	 	 


    

    



    
      
        
        

      

      
        II-A4-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      II-A4

    


    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 II-A4 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A4 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 II-A4 Certificate (obtained by dividing the
      Denomination of this Class II-A4 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 March 1, 2006 (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 II-A4 Certificate is issued
      under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Class II-A4 Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

    


    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 II-A4 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 II-A4 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.

    



    
      
        
        

      

      
        II-A4-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY 
                    not
                      in its individual capacity, but solely as

                    Trustee

                  

                	 
	 	 	 	 
	 	 	 	 
	 	By 	_________________________________________	 
	 	 	 	 


        

         

        


        This
          is
          one of the Class II-A4 Certificates 

        referenced
          in the within-mentioned 

        Agreement

        


        


        By
_________________________________________

        Authorized
          Signatory of

        Deutsche
          Bank National Trust Company, 

        as
          Trustee

        


      




    
      
        
        

      

      
        II-A4-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class II-A4 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        II-A4-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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.


    
      
        
        

      

      
        II-A4-6

        
          

        

      

      
        
        

      

    


    


    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

    



    
      
        
        

      

      
        II-A4-7

        
          

        

      

      
        
        

      

    


    


    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    

    



    
      
        
        

      

      
        II-A4-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES AND
      THE
      CLASS II-A4 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.


    
      
        
        

      

      
        M-1-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-1

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        M-1-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-1-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-1-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-1 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-1-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-1-6

        
          

        

      

      
        
        

      

    


    
      
        


        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

        







    
      
        
        

      

      
        M-1-7

        
          

        

      

      
        
        

      

    


    


    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    


    
      
        
        

      

      
        M-1-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-2-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-2

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        M-2-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-2-3

        
          

        

      

      
        
        

      

    

     

    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-2-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-2 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-2-5

        
          

        

      

      
        
        

      

    

     

    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-2-6

        
          

        

      

      
        
        

      

    


    
      
        


        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

        




    

    
      
         






    
      
        
        

      

      
        M-2-7

        
          

        

      

      
        
        

      

    


    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    

    



    
      
        
        

      

      
        M-2-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-3-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-3

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        M-3-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-3-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-3-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-3 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-3-5

        
          

        

      

      
        
        

      

    


    


    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-3-6

        
          

        

      

      
        
        

      

    


    
      
        


        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

        







    
      
        
        

      

      
        M-3-7

        
          

        

      

      
        
        

      

    


    


    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    

    



    
      
        
        

      

      
        M-3-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-4-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-4

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        M-4-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-4-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-4-4

        
          

        

      

      
        
        

      

    

    [Reverse
      of Class M-4 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-4-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-4-6

        
          

        

      

      
        
        

      

    


    
      
        
          


          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

          




      

    


    
      
        
        

      

      
        M-4-7

        
          

        

      

      
        
        

      

    

     

    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    

     


    
      
        
        

      

      
        M-4-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-5-1

        
          

        

      

      
        
        

      

    


    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-5

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        M-5-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-5-3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
      to be duly executed.

    


    Dated:
      March __, 2006

    
       

       

      
        	 	LONG
                BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                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-5-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-5 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-5-5

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-5-6

        
          

        

      

      
        
        

      

    


    
      
        
          


          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

          
            
              
                
                

              

              
                M-5-7

                
                  

                

              

              
                
                

              

            


            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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      



    
      
        
        

      

      
        M-5-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-6-1

        
          

        

      

      
        
        

      

    


     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-6

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

     

    
 

    
      
        
        

      

      
        M-6-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-6-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-6-4

          
            

          

        

        
          
          

        

      

    

    


    [Reverse
      of Class M-6 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-6-5

        
          

        

      

      
        
        

      

    


    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-6-6

        
          

        

      

      
        
        

      

    


    
      
        
          
            


            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

            




          
            
              
              

            

            
              M-6-7

              
                

              

            

            
              
              

            

          

        

         

        
          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 named above, or
                    ______________________________________________________________________,	 
	as
                    its agent.	 
	 	 
	 	 


          

        



      
        
          
          

        

        
          M-6-8

          
            

          

        

        
          
          

        

      



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-7-1

        
          

        

      

      
        
        

      

    


    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-7

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        M-7-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-7-3

        
          

        

      

      
        
        

      

    


    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-7-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-7 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-7-5

        
          

        

      

      
        
        

      

    

     

    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-7-6

        
          

        

      

      
        
        

      

    


    
      
        
          


          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

          




        
          
            
            

          

          
            M-7-7

            
              

            

          

          
            
            

          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      

    

     

    



    
      
        
        

      

      
        M-7-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-8-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-8

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        M-8-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-8-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-8-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-8 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-8-5

        
          

        

      

      
        
        

      

    

     

    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-8-6

        
          

        

      

      
        
        

      

    

     

    
      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

      



      
        
          
          

        

        
          M-8-7

          
            

          

        

        
          
          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      

    

    



    
      
        
        

      

      
        M-8-8

        
          

        

      

      
        
        

      

    



    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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”).

    


    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.


    
      
        
        

      

      
        M-9-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-9

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        M-9-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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.

    


    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 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-9-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-9-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-9 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-9-5

        
          

        

      

      
        
        

      

    

     

    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-9-6

        
          

        

      

      
        
        

      

    

     

    
      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

      



      
        
          
          

        

        
          M-9-7

          
            

          

        

        
          
          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      



     


    
      
        
        

      

      
        M-9-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-15

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CLASS
      M-10 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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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.


    
      
        
        

      

      
        M-10-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $[_______]

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $[_______]

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              [____]%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              [____]

               

            
	
              Class

               

            	
              :

               

            	
              M-10

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    

    



    
      
        
        

      

      
        M-10-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    Class
      M-10

    


    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-10 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-10 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-10 Certificate (obtained by dividing the Denomination
      of this Class M-10 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 March 1, 2006 (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-10 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-10 Certificate by virtue of the acceptance hereof assents
      and by which such Holder is bound.

    


    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 M-10 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-10 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-10-3

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY 
                    not
                      in its individual capacity, but solely as

                    Trustee

                  

                	 
	 	 	 	 
	 	 	 	 
	 	By 	_________________________________________	 
	 	 	 	 


        

         

        


        This
          is
          one of the M-10 Certificates 

        referenced
          in the within-mentioned 

        Agreement

        


        


        By
_________________________________________

        Authorized
          Signatory of

        Deutsche
          Bank National Trust Company, 

        as
          Trustee

        


      

    

    
      
        
        

      

      
        M-10-4

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class M-10 Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-10-5

        
          

        

      

      
        
        

      

    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-10-6

        
          

        

      

      
        
        

      

    

     

    
      
        
          


          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

          




        
          
            
            

          

          
            M-10-7

            
              

            

          

          
            
            

          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      



    



    
      
        
        

      

      
        M-10-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-16

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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 M-10
      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.


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              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

               

            
	
              Final
                Scheduled Distribution Date

               

            	
              :

               

            	
              March,
                2036

               

            
	
              Assumed
                Final Maturity Date

               

            	
              :

               

            	
              April,
                2046

               

            


    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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
      March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and laws. In the event that a transfer of this Certificate
      is
      to be made without registration under the 1933 Act (other than in connection
      with the initial sale of thereof 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 Certificateholder desiring to effect such transfer substantially in
      the
      form attached as Exhibit J-1A to the Agreement and a certificate from such
      Certificateholder’s prospective transferee substantially in the form attached as
      Exhibit J-1B to the Agreement (which in the case of the Book-Entry Certificates,
      the Certificateholder and the Certificateholder’s prospective transferee will be
      deemed to have represented such certification). 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-3

        
          

        

      

      
        
        

      

    


    


    


    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-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 B-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.

    



    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    
      
        IN
          WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
          to be duly executed.

        


        Dated:
          March __, 2006

        
           

           

          
            	 	LONG
                    BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                    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-5

        
          

        

      

      
        
        

      

    


    


    [Reverse
      of Class B Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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-6

        
          

        

      

      
        
        

      

    

     

    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-7

        
          

        

      

      
        
        

      

    


    
      
        
          


          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-8

            
              

            

          

          
            
            

          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      




    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-17

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 I-A CERTIFICATES, THE CLASS II-A1
      CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
      CLASS II-A4 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, THE CLASS M-10 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.

     

    
 

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    
    

     

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              With
                respect to any Mortgage Loan, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              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-2

        
          

        

      

      
        
        

      

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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
      March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and 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-3

        
          

        

      

      
        
        

      

    

    
 

    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-4

        
          

        

      

      
        
        

      

    


    


    
      IN
        WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
        to be duly executed.

      


      Dated:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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-5

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class C Certificate]

    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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.


    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    


    


    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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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-7

        
          

        

      

      
        
        

      

    

     

    
      
        
          


          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-8

            
              

            

          

          
            
            

          

        

      

       

      
        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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      




    
      
        
        

      

      
        C-9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-18

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              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 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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 March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and 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:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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, 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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      

    

    



    
      
        
        

      

      
        P-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-19

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CLASS
      R
      CERTIFICATES

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “RESIDUAL
      INTERESTS” IN THREE 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, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R

               

            


    

    



    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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, 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 March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and 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:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    By
      acceptance of the Class R Certificates the Holders of the Class R Certificates
      agree that, in connection with any amounts distributable to the Holders of
      the
      Class R Certificates pursuant to Section 4.01(d)(i)(cc) 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. By acceptance of
      the
      Class R Certificates, the Holders of the Class R Certificates direct the Trustee
      to pay any amounts due to the Holders of the Class R Certificates on the first
      Distribution Date to the Holders of the Class C Certificates.


    
      
        
        

      

      
        R-6

        
          

        

      

      
        
        

      

    


    


    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-7

        
          

        

      

      
        
        

      

    

    
      
        


        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-8

          
            

          

        

        
          
          

        

      

    

     

    
      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 named above, or
                ______________________________________________________________________,	 
	as
                its agent.	 
	 	 
	 	 


      

    


     

    
      
        
        

      

      
        R-9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-20


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R-CX

               

            


    

    



    
      
        
        

      

      
        R-CX-1

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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, 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 March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and 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:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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, 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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      

    

     

    



    
      
        
        

      

      
        R-CX-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-21

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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, March 1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              April
                25, 2006

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R-PX

               

            


    

    



    
      
        
        

      

      
        R-PX-1

        
          

        

      

      
        
        

      

    


    


    Long
      Beach Mortgage Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    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, 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 March 1, 2006 (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, sale, pledge or other disposition of a Certificate of this Class
      shall
      be made unless such disposition is exempt from the registration requirements
      of
      the 1933 Act, and any applicable state securities laws or is made in accordance
      with the 1933 Act and 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:
        March __, 2006

      
         

         

        
          	 	LONG
                  BEACH MORTGAGE LOAN TRUST 2006-2	 
	 	 	 	 
	 	 	 	 
	 	
                  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 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Long
      Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
      (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, 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
      Holders of the majority of the Percentage Interest of the Class C Certificates,
      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 and (ii) the final payment or other liquidation of
      the
      last Mortgage Loan in the Trust.

    


    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 named above, or
                  ______________________________________________________________________,	 
	as
                  its agent.	 
	 	 
	 	 


        

      

    

    



    
      
        
        

      

      
        R-PX-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

    


    FORM
      OF
      SWAP AGREEMENT

    


    


    


    See
      Exhibit 4.3 to Form 8-K filed on March 22, 2006

    


     

    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

    


    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    


     

    


     

    See
      Exhibit 4.2 to Form 8-K filed on March 22, 2006

     

    



    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

    


    MORTGAGE
      LOAN SCHEDULE

    


    


    Copies
      of
      the Mortgage Loan Schedule (which has been intentionally omitted from this
      filing) may be obtained from Long Beach Securities Corp. by
      contacting:

    


    


    James
      Mark

    Long
      Beach Securities Corp.

    1201
      Third Avenue WMT1041

    Seattle,
      Washington 98101

    Telephone: (206)
      377-2977

    Facsimile: (206)
      490-5656

    


    


    



    
      
        
        

      

      
        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 2006-2.

    


    


    



    
      
        
        

      

      
        E-1-1

        
          

        

      

      
        
        

      

    


    


    The
      undersigned Master Servicer hereby acknowledges that it has received from
      _______________________, as Trustee for the Holders of Long Beach Mortgage
      Loan
      Trust 2006-2, Asset-Backed Certificates, Series 2006-2, 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 March 1, 2006, 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-1-2

        
          

        

      

      
        
        

      

    


    


    


    (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-1-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E-2

    


    REQUEST
      FOR RELEASE

    (Certificate
      - Mortgage Loan Paid in Full)

    


    OFFICERS’
      CERTIFICATE AND TRUST RECEIPT

    MORTGAGE
      LOAN PASS-THROUGH CERTIFICATES

    SERIES
      2006-2

    


    ____________________________________________________
      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-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E-3

    FORM
      OF
      MORTGAGE LOAN ASSIGNMENT AGREEMENT

     

    This
      MORTGAGE
      LOAN ASSIGNMENT AGREEMENT
      (this
“Agreement”),
      dated
      as of ________________, 200___, is by and between ________________, a
      ________________, as purchaser (the “Company”),
      and
DEUTSCHE
      BANK NATIONAL TRUST COMPANY, not
      in
      its individual capacity but as trustee (the “Trustee”)
      for
LONG
      BEACH MORTGAGE LOAN TRUST 2006-2,
      as
      seller (the “Trust”).

     

    In
      consideration of the mutual covenants made herein and for other good and
      valuable consideration the sufficiency of which is hereby acknowledged, the
      parties hereto agree as follows:

     

     

    ARTICLE
      1. DEFINITIONS

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned to them
      in
      the Pooling and Servicing Agreement dated as of March 1, 2006 (the “Pooling
      and Servicing Agreement”) by and among Long Beach Mortgage Company, as master
      servicer (the “Master Servicer”) and as seller, Long Beach Securities Corp., as
      depositor, and the Trustee, as trustee.

     

    ARTICLE
      2. SALE
      AND CONVEYANCE OF MORTGAGE LOAN;

    POSSESSION
      OF FILES; PAYMENT OF PURCHASE

    PRICE;
      DELIVERY OF MORTGAGE LOAN DOCUMENTS;

    RECORDATION
      OF ASSIGNMENTS OF MORTGAGE

    


    Section
      2.1 Sale
      and Conveyance of Mortgage Loans; Possession of Files

     

    (a) Pursuant
      to Section 2.03 of the Pooling and Servicing Agreement and Section
      6.____________ of the Mortgage Loan Purchase Agreement, subject to the
      provisions of the Pooling and Servicing Agreement and after the deposit of
      the
      Purchase Price in the Collection Account and the Trustee’s receipt of a written
      certification from the Master Servicer of such deposit (the “Certification”),
      the Trustee hereby sells, transfers, assigns, sets over, and conveys to the
      Company, without recourse, or, except as set forth in Article 3, representations
      or warranties, all the right, title, and interest of the Trust in and to the
      mortgage loan identified on Schedule I attached hereto (the “Mortgage
      Loan”).

     

    (b) In
      accordance with Section 3.17 of the Pooling and Servicing Agreement, the Trustee
      will deliver to the Company, or to such third party as the Company may direct,
      the documents comprising the Mortgage File with respect to the Mortgage Loan
      upon the Trustee’s receipt of the Certification. Upon payment for the Mortgage
      Loan pursuant to Section 2.1(c) below, the beneficial ownership of the Mortgage
      Note, the Mortgage, and each of the other documents comprising the Mortgage
      File
      with respect to the Mortgage Loan is and shall be vested in the Company, and
      the
      ownership of all records and documents with respect to the Mortgage Loan
      prepared by or which come into the possession of the Trustee or any agent or
      designee thereof shall immediately vest in the Company and shall be delivered
      to
      the Company or as the Company may otherwise direct.

     


    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    


    


     

    (c) In
      full
      consideration for the sale of the Mortgage Loan pursuant to
      Section 2.1(a) hereof, and upon the terms and conditions of this
      Agreement, the Company hereby purchases the Mortgage Loan.

     

    (d) Subject
      to the fulfillment of any other conditions to such [purchase/repurchase]
      under
      the Pooling and Servicing Agreement and following the deposit of the Purchase
      Price in the Collection Account and the Trustee’s receipt of the Certification,
      the Company shall own and be entitled to receive with respect to the Mortgage
      Loan all Monthly Payments and all other recoveries of principal and interest.
      All such amounts that are collected after the date of the deposit of the
      Purchase Price and the Trustee’s receipt of the Certification shall be held and
      remitted by the Master Servicer to the Company in accordance with the terms
      of
      this Agreement.

    
 

    ARTICLE
      3. 
      REPRESENTATIONS AND WARRANTIES OF

    THE
      TRUSTEE CONCERNING THE MORTGAGE LOAN


     

    The
      Trustee hereby represents and warrants to, and agrees with the Company that,
      as
      to the Mortgage Loan and as of the date first written above:

    


    The
      Trustee, to its actual knowledge has not taken any action with respect to the
      Mortgage Loans, other than at the direction of the Company, its attorneys and
      subservicers or Long Beach Securities Corp., which would result in the
      imposition of any lien on, security interest in, or other encumbrance of, the
      real property securing the Mortgage Loan, other than permitted pursuant to
      the
      Pooling and Servicing Agreement, and other than such action as might be required
      to preserve and maintain the Mortgage. 

     

     

    ARTICLE
      4. MISCELLANEOUS
      PROVISIONS

     

    Section
      4.1 Governing
      Law

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York (including Section 5-1401 of the New York General
      Obligations Law) and the obligations, rights and remedies of the parties
      hereunder shall be determined in accordance with such laws without giving effect
      to conflict of laws principles other than Section 5-1401 of the New York
      General Obligations Law.

     

    Section
      4.2 Severability
      of Provisions

     

    If
      any
      one or more of the covenants, agreements, provisions, or terms of this Agreement
      shall be held invalid for any reason whatsoever, 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 covenants, agreements,
      provisions, or terms of this Agreement or the rights of the parties hereunder.
      

     


    
      
        
        

      

      
        F-1-2

        
          

        

      

      
        
        

      

    

     

     

    Section
      4.3 Schedules

     

    The
      schedules to this Agreement are hereby incorporated and made a part hereof
      and
      are an integral part of this Agreement. 

     

    Section
      4.4 Counterparts;
      Successors and Assigns

     

    This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. This Agreement shall inure to the benefit of and be
      binding upon the Company and the Trustee. 

     

    Section
      4.5 Effect
      of Headings

     

    The
      headings in this Agreement are for purposes of reference only and shall not
      limit or otherwise affect the meaning hereof.

     

    Section
      4.6 Survival

     

    The
      representations, warranties, covenants and agreements of the parties provided
      in
      this Agreement and the parties’ obligations hereunder shall survive the
      execution, delivery and termination of this Agreement.

     

    Section
      4.7 Costs

     

    The
      Company shall pay all costs, fees and expenses incurred in connection with
      the
      transfer and delivery of the Mortgage Loan purchased by the Company under this
      Agreement.

     

    


     

    [Signature
      page follows]

     


    
      
        
        

      

      
        F-1-3

        
          

        

      

      
        
        

      

    


    TO
      WITNESS THIS,
      the
      Company and the Trustee have caused their names to be signed to this Mortgage
      Loan Assignment Agreement by their duly authorized respective officers as of
      the
      day and year first above written.

     

    


    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, as Trustee for Long Beach Mortgage Loan
                Trust
                2006-2 and not in its individual capacity

               

              By:
                _________________________________

              Name:____________________________

              Title:
                ____________________________

            
	 	 
	 	
              [_________________________________]

               

              By:
                _________________________________

              Name:____________________________

               

              Title:
                ____________________________

            


    

    



    
      
        
        

      

      
        F-1-4

        
          

        

      

      
        
        

      

    


    


    


    


    


    STATE
      OF
      ____________________ )

     )
      ss.

    COUNTY
      OF  __________________ )

    


     

    This
      instrument was acknowledged before me on ______________________, 200___, by
      _____________________ as _________________________ of Long Beach Mortgage
      Company.

     

     

    ____________________________________________

    Print
      Name_________________________

    NOTARY
      PUBLIC in and for the State of 

    _____________,
      residing at _____________________

    My
      commission expires_________________________ 

    


    


    


    
 


    
      
        
        

      

      
        F-1-5

        
          

        

      

      
        
        

      

    


    
      STATE
        OF
        ____________________ )

       )
        ss.

      COUNTY
        OF  __________________ )

       

       

    

    This
      instrument was acknowledged before me on ______________________, 200___, by
      _____________________ as _________________________ of Deutsche
      Bank National Trust Company, as trustee for Long Beach Mortgage Loan Trust
      200___-___ and not in its individual capacity.

     

    
       

      ____________________________________________

      Print
        Name_________________________

      NOTARY
        PUBLIC in and for the State of 

      _____________,
        residing at _____________________

      My
        commission expires_________________________ 

      


      



    

     


    
      
        
        

      

      
        F-1-6

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

     

    MORTGAGE
      LOAN SCHEDULE

     


    
      
        
        

      

      
        F-1-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRUSTEE’S INITIAL CERTIFICATION

     

    
      	 	
              [Date]

            
	 	 
	
              Long
                Beach Securities Corp.

            	
              Long
                Beach Mortgage Company

            
	
              1400
                South Douglass Road, Suite 100

            	
              1400
                South Douglass Road, Suite 100

            
	
              Anaheim,
                CA 92806

            	
              Anaheim,
                CA 92806

            


    

     

    
      	
              Re:
                

            	 

               

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                of March
                1, 2006 among Long Beach Securities Corp., Long Beach Mortgage Company
                and
                Deutsche Bank National Trust Company, 

            
	 	 	
              Long
                Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series
                2006-2

            
	 	 	 


    

    
    

     

    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-1-8

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      F-2

    FORM
      OF
      TRUSTEE’S FINAL CERTIFICATION

    


    


    
      	 	
              [Date]

            
	 	 
	
              Long
                Beach Securities Corp.

            	
              Long
                Beach Mortgage Company

            
	
              1400
                South Douglass Road, Suite 100

            	
              1400
                South Douglass Road, Suite 100

            
	
              Anaheim,
                CA 92806

            	
              Anaheim,
                CA 92806

            


    

     

    
      
        	
                Re:
                  

              	 

                 

              	
                Pooling
                  and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                  of March
                  1, 2006 among Long Beach Securities Corp., Long Beach Mortgage
                  Company and
                  Deutsche Bank National Trust Company, 

              
	 	 	
                Long
                  Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series
                  2006-2

              
	 	 	 


      

      
      

       

    

    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, 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-2-1

        
          

        

      

      
        
        

      

    

     

    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-2-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G

    


    FORM
      OF
      RESIDUAL NIM HOLDER CERTIFICATE

    


    


    


    


    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

    
       

      
         

        
          	
                  Re:
                    

                	 

                   

                	
                  Pooling
                    and Servicing Agreement (the “Agreement”), dated as of March 1, 2006 among
                    Long Beach Securities Corp., Long Beach Mortgage Company and
                    Deutsche Bank
                    National Trust Company, 

                
	 	 	
                  Long
                    Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates,
                    Series
                    2006-2

                
	 	 	 


        

        
        

         

      

    

    Ladies
      and Gentlemen:

    


    The
      undersigned hereby certifies that the undersigned is the Residual NIM Holder
      and
      further certifies that the undersigned is not an Affiliate of Long Beach
      Mortgage Company, a Delaware corporation. Capitalized terms used in this
      certificate without definition have the meaning given to them in the
      Agreement.

    


    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      ______________, 200__.

    


    [_________________________]

    


    


    
      By: 
        ________________________________     

      Name: 
        ______________________________     

      Title: _______________________________




    
      
        
        

      

      
        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 2006-2, 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.

    1400
      South Douglass Road, Suite 100

    Anaheim,
      CA 92806

    


    Long
      Beach Mortgage Company

    1400
      South Douglass Road, Suite 100

    Anaheim,
      CA 92806

    


    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

    


    
      	 	
              Re:

            	
              Long
                Beach Mortgage Loan Trust 2006-2,

            
	 	 	
              Asset-Backed
                Certificates, Series 2006-2       
                

            


    

    


    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 2006-2, Asset-Backed Certificates,
      Series 2006-2, (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement dated as of March 1, 2006 (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:

    


    (A)
      In
      the case of the Class C Certificates, the Class P Certificates and the Residual
      Certificates 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


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    


    _____
      (2) [With
      respect to the Class C Certificates and the Class P Certificates Only]
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.

    


    (B)
      In
      the case of the Class A Certificates, the Mezzanine Certificates and the Class
      B
      Certificates, either (i) such Transferee is neither a Plan nor a Person acting
      on behalf of any such Plan or using the assets of any such Plan to effect such
      transfer or (ii) the acquisition and holding of the such Certificate are
      eligible for exemptive relief under Prohibited Transaction Class Exemption
      (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23.

    


    


    


    


    IN
      WITNESS WHEREOF, the Transferee executed this certificate.

     

    __________________________________

    [Transferee]

    


    By:
      _______________________________ 

    


    Name:
      _____________________________  

     

    Title:
      ______________________________

    


    



    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J-1A

    


    FORM
      OF
      CLASS B CERTIFICATE TRANSFEROR CERTIFICATE

    


    [Date]

    


    [TRUSTEE]

    


    
      	
            	Re:	
              Long
                Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates

              Series
                2006-2 (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
      March 7, 2006 (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 March 1, 2006 (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-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J-1B

    


    FORM
      OF
      CLASS B CERTIFICATE TRANSFEREE CERTIFICATE

    


    [Date]

    


    [TRUSTEE]

    


    
      	 	 	
              Re:
                

            	
              Long
                Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates

              Series
                2006-2(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 March 7, 2006 (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 March 1, 2006 (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,

     

    ____________________________

    (Transferee)

    


    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, or
                a banking institution organized under the laws of any State, U.S.
                territory or the District of Columbia,
                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, building
                and loan association, cooperative bank, homestead association or
                similar
                institution, 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.

    
      


      
        	 	
                _____    
                  _____

                Yes         
                  No

              	
                
                  Will
                    the Transferee be purchasing the Transferred Certificates 

                  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. 

    


    
      
        


        
          	 	
                  _____    
                    _____

                  Yes         
                    No

                	
                  
                    Will
                      the Transferee be purchasing the Transferred Certificates 

                    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
      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

       

      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.

    1400
      South Douglass Road, Suite 100

    Anaheim,
      CA 92806

    


    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

    
      


      
        	 	 	
                Re:
                  

              	
                
                  Long
                    Beach Mortgage Loan Trust 2006-2,

                

                
                  Asset-Backed
                    Certificates Series
                    2006-2

                

              


      

       

    

    Ladies
      and Gentlemen:

    


    In
      connection with our acquisition of $______ Initial Certificate Principal Balance
      of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2006-2
      Asset-Backed Certificates, Series 2006-2 (the “Certificates”), issued pursuant
      to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
      Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and as
      seller, 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 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.


    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    


    


    Very
      truly yours,

    


    [NAME
      OF
      TRANSFEREE]

    


    


    By:
      ______________________

    Authorized
      Officer

    



    
      
        
        

      

      
        J-2-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      RULE 144A INVESTMENT LETTER

    


    [DATE]

    


    Long
      Beach Securities Corp.

    1400
      South Douglass Road, Suite 100

    Anaheim,
      CA 92806

    


    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

    
      


      
        	 	 	
                Re:
                  

              	
                
                  Long
                    Beach Mortgage Loan Trust 2006-2,

                

                
                  Asset-Backed
                    Certificates Series
                    2006-2

                

              


      

       

    

    Ladies
      and Gentlemen:

    


    In
      connection with our acquisition of $______ Initial Certificate Principal Balance
      of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2006-2
      Asset-Backed Certificates, Series 2006-2 (the “Certificates”), issued pursuant
      to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
      Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and as
      seller, 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 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.


    
      
        
        

      

      
        J-2-3

        
          

        

      

      
        
        

      

    


    


    


    Very
      truly yours,

    


    [NAME
      OF
      TRANSFEREE]

    


    


    By:
      ________________________

    Authorized
      Officer

    



    
      
        
        

      

      
        J-2-4

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT J-2

    


    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 chief financial officer, a person
      fulfilling an equivalent function, 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 at least $100,000,000 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
      any 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 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 Certificates
      in
      the case of a U.S. bank or a banking institution organized under the laws of
      any
      State, U.S. territory or the District of Columbia, and not more than 18 months
      preceding such date of sale for a foreign bank or equivalent
      institution.

    


    _____ 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,
      as of a
      date not more than 16 months preceding the date of sale of the Certificates
      in
      the case of a U.S. savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, and not more
      than 18 months preceding such date of sale for a foreign savings and loan
      association, or equivalent institution.


    
      
        
        

      

      
        J-2-5

        
          

        

      

      
        
        

      

    

     

    _____ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934, as amended.

    


    _____ 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, U.S. 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 Advisers Act
      of
      1940.

    


    _____ 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 Buyer, (ii) if the Buyer
      is a
      dealer, securities that are part of an unsold allotment to or subscription
      by
      the Buyer 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
      Buyer, the Buyer 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 Buyer, the Buyer used the cost of such
      securities to the Buyer, except the Buyer 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 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.


    
      
        
        

      

      
        J-2-6

        
          

        

      

      
        
        

      

    

    
 

    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.

    
      
        


        
          	 	
                  _____    
                    _____

                  Yes         
                    No

                	
                  
                    Will
                      the Buyer be purchasing the Certificates only

                    
                      for
                        the Buyer's own
                        account?

                    

                  

                


        

         

      

    

    
      6. If
        the
        answer to the foregoing question is “no”, then in each case where the Buyer 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 Buyer through one or more of the appropriate
        methods
        contemplated by Rule 144A.

    

    


    7. 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
      as 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-2

    


    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 chief financial officer, a person
      fulfilling an equivalent function, or other executive officer of the entity
      purchasing the Certificates 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 an executive officer of the investment adviser (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 owned and/or invested on a discretionary basis,
      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 where the Buyer or any member
      of
      the Buyer’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
      Buyer
      owned and/or invested on a discretionary basis, $_________ 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).


    
      
        
        

      

      
        J-2-8

        
          

        

      

      
        
        

      

    


    


    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) 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 Buyer, or owned by the Buyer’s Family of Investment
      Companies, the securities referred to in this paragraph were
      excluded.

    


    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.

    
      
        


        
          	 	
                  _____    
                    _____

                  Yes         
                    No

                	
                  
                    
                      Will
                        the Buyer be purchasing the Certificates

                      only
                        for the Transferee's own
                        account?

                    

                  

                


        

         

      

    

    6. If
      the
      answer to the foregoing question is “no”, then in each case where the Buyer 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 Buyer through one or more of the appropriate methods
      contemplated by Rule 144A.

    


    7. 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

    FORM
      OF
      CLASS R CERTIFICATE, CLASS R-CX CERTIFICATE

    AND
      CLASS
      R-PX CERTIFICATE TRANSFER AFFIDAVIT

    


    TRANSFER
      AFFIDAVIT AND AGREEMENT

    


    LONG
      BEACH MORTGAGE LOAN TRUST 2006-2,

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-2

    


    
      	
              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, dated as of March 1,
      2006 (the “Agreement”), relating to the above-referenced Certificates, among
      Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage
      Company, as master servicer (the “Master Servicer”) and as seller 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 Certificates. 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

    


    On
      [__________, 200_] before me, _____________________________, personally appeared
      _______________________________,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his authorized capacity, and
      that by his signature on the instrument the person, or the entity upon behalf
      of
      which the person acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    


    Signature
      _________________________________

    


    


    (Seal)

    


    



    
      
        
        

      

      
        K-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

    


    FORM
      OF
      TRANSFEROR CERTIFICATE

    


    [DATE]

    


    Long
      Beach Securities Corp.

    1400
      South Douglass Road, Suite 100

    Anaheim,
      CA 92806

    


    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705

     

    
      
        


        
          	 	 	
                  Re:
                    

                	
                  
                    
                      Long
                        Beach Mortgage Loan Trust 2006-2,

                    

                  

                  
                    Asset-Backed
                      Certificates Series
                      2006-2

                  

                


        

         

      

    

    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 March 1, 2006 (the “Agreement”) among Long Beach Securities Corp., as
      depositor (the “Depositor”), Long Beach Mortgage Company, as master servicer
      (the “Master Servicer”) and as seller 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

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

    


    [RESERVED]

    



    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

    


    CRITERIA
      TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    Key:

    X
      -
      obligation

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	
              X

            	
              X

            


    


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	 	 	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	 	 	
              X

            


    


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	 	 	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	 	 	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	 	 	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	 	 


    


    
      
        
        

      

      
        N-3

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X

            	 


    

    


     


    
      
        
        

      

      
        N-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be responsible for reporting the information to the Depositor pursuant to
      Section 4.08(a)(iv). If the Depositor is indicated below as to any item, then
      the Depositor is primarily responsible for obtaining that
      information.

     

    Under
      Item 1 of Form 10-D: a) items marked “4.03 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.03,
      provided by the Trustee based on information received from the Master Servicer;
      the Cap Provider, the Swap Provider or PMI Insurer and b) items marked “Form
      10-D report” are required to be in the Form 10-D report but not the 4.03
      statement, provided by the party indicated. Information under all other Items
      of
      Form 10-D is to be included in the Form 10-D report. Items indicated as “N/A”
are not applicable to the transaction.

     

    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	 	 	
              Item
                1121 - Distribution and Pool Performance Information

            	 
	 	 	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.03
                statement

            
	 	 	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.03
                statement

            
	 	 	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.03
                statement

            
	 	 	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.03
                statement and the Depositor, as applicable

            
	 	 	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.03
                statement and the Depositor, as
                applicable

            


    


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.03
                statement

            
	 	 	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              4.03
                statement

            
	 	 	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.03
                statement

            
	 	 	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              4.03
                statement

            
	 	 	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.03
                statement

            
	 	 	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.03
                statement

            
	 	 	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.03
                statement

               

            
	 	 	
              (9)
                Delinquency and loss information for the period.

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.03
                statement

               

              Form
                10-D report: Depositor

            
	 	 	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.03
                statement

            


    


    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              4.03
                statement and the Master Servicer, as applicable

            
	 	 	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Depositor

            
	 	 	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.03
                statement

            
	 	 	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool,

            	
              Form
                10-D report: Depositor

            
	 	 	
              information
                regarding any pool asset changes (other than in connection with a
                pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

            	
              Form
                10-D report: Depositor

            
	 	 	
              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Master Servicer

            
	 	 	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	
              N/A

            
	 	
              2

            	
              Legal
                Proceedings

            	 
	 	 	
              Item
                1117 - Legal Proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

            	 
	 	 	
              Sponsor
                (Seller)

            	
              Seller

            


    


    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              Depositor

            	
              Depositor

            
	 	 	
              Trustee

            	
              Trustee

            
	 	 	
              Issuing
                entity

            	
              Depositor

            
	 	 	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              Master
                Servicer

            
	 	 	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	
              Seller

            
	 	 	
              Custodian

            	
              Trustee

            
	 	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 
	 	 	
              Information
                from Item 2(a) of Part II of Form 10-Q

            	
              Depositor

            
	 	 	
              With
                respect to any sale of securities by 

              the
                sponsor, depositor or issuing entity, that are backed by the same
                asset
                pool or are otherwise issued by the issuing entity, whether or not
                registered, provide the sales and use of proceeds information in
                Item 701
                of Regulation S-K. Pricing information can be omitted if securities
                were
                not registered.

            	 
	 	
              4

            	
              Defaults
                Upon Senior Securities

            	 
	 	 	
              Information
                from Item 3 of Part II of Form 10-Q

            	
              Trustee

            
	 	 	
              Report
                the occurrence of any Event of

              Default
                (after expiration of any grace

              period
                and provision of any required

              notice)

            	 
	 	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	 	 	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Master
                Servicer, if the Master Servicer is the party submitting the matter
                to a
                vote or has knowledge of the submission, Depositor, if the Depositor
                is
                the party submitting the matter to a vote or has knowledge of the
                submission, and the Trustee in all other cases

            
	 	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	 	 	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

            


    


    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	 	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	 	 	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	
              Depositor

            
	 	 	
              Determining
                applicable disclosure threshold

            	 
	 	 	
              Obtaining
                required financial information or effecting incorporation by
                reference

            	 
	 	 	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	
              Depositor

            
	 	 	
              Determining
                current maximum probable exposure

            	 
	 	 	
              Determining
                current significance percentage

            	 
	 	 	
              Obtaining
                required financial information or effecting incorporation by
                reference

            	 
	 	 	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	 	
              8

            	
              Other
                Information

            	 
	 	 	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	 	
              9

            	
              Exhibits

            	 
	 	 	
              Distribution
                report

            	
              Trustee

            
	 	 	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	 	 	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a
                party.

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Depositor;
                or any of the following that is a party to the agreement if Master
                Servicer is not: Trustee, Purchaser, Depositor

            
	 	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	 


    


    
      
        
        

      

      
        Q-5

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party.

               

              Examples:
                servicing agreement, custodial agreement.

            	
              Depositor;
                or any of the following that is a party to the agreement if Master
                Servicer is not: Trustee, Purchaser, Depositor

            
	 	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	 	 	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Master Servicer, with respect to any of the following:

               

              Sponsor
                (Seller), Depositor, Master Servicer, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Certificate Administrator, Trustee, significant obligor,
                credit
                enhancer (10% or more), derivatives counterparty,
                Custodian

            	
              Depositor

            
	 	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	 	 	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.03 statement

            	
              N/A

            
	 	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	 	 	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Depositor

            
	 	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	 	 	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            


    


    
      
        
        

      

      
        Q-6

        
          

        

      

      
        
        

      

    


    


    
      	 	
              5.06

            	
              Change
                in Shell Company Status

            	 
	 	 	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	 	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	 	 	
              [Not
                included in reports to be filed under Section 8.12]

            	 
	 	
              6.02

            	
              Change
                of Servicer or Trustee

            	 
	 	 	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee. Reg AB disclosure about any new servicer
                or
                trustee is also required.

            	
              Trustee
                or Master Servicer, as applicable

            
	 	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	 	 	
              Covers
                termination of an enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies
                to external credit enhancements as well as derivatives. Reg AB disclosure
                about any new enhancement provider is also required.

            	
              Depositor

            
	 	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee

            
	 	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 
	 	 	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the prospectus,
                provide
                updated Reg AB disclosure about the actual asset pool.

            	
              Depositor

            
	 	 	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	 	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	 	
              8.01

            	
              Other
                Events

            	 
	 	 	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	 	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            	
              9B

            	
              Other
                Information

            	 


    


    
      
        
        

      

      
        Q-7

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	 	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	 	 	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              Depositor

            
	 	 	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

               

              Determining
                applicable disclosure threshold

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

            
	 	 	
              Item
                1115(b) - Derivative Counterparty Financial Information

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

            
	 	 	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

            	 
	 	 	
              Sponsor
                (Seller)

            	
              Seller

            
	 	 	
              Depositor

            	
              Depositor

            
	 	 	
              Trustee

            	
              Trustee

            
	 	 	
              Issuing
                entity

            	
              Depositor

            
	 	 	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              Master
                Servicer

            
	 	 	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	
              Master
                Servicer

            
	 	 	
              Custodian

            	 


    


    
      
        
        

      

      
        Q-8

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders::

            	 
	 	 	
              Sponsor
                (Seller)

            	
              Seller

            
	 	 	
              Depositor

            	
              Depositor

            
	 	 	
              Trustee

            	
              Trustee

            
	 	 	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              Master
                Servicer

            
	 	 	
              Originator

            	
              Seller

            
	 	 	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	 	 	
              Item
                1123 - Servicer Compliance Statement

            	
              Master
                Servicer, Servicer and Trustee

            


    

    


     

    



    
      
        
        

      

      
        Q-9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

    


    FORM
      OF
      TRUSTEE CERTIFICATION

    


    


    
      	 	
              Re:

            	
              Long
                Beach Mortgage Loan Trust 2006-2 (the “Trust”) Asset-Backed Certificates,
                Series 2006-2, issued pursuant to the Pooling and Servicing Agreement,
                dated as of March, 2006 (the “Pooling and Servicing Agreement”), among
                Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
                Mortgage Company, as seller and master servicer (the “Seller” and the
                “Master Servicer”) and Deutsche Bank National Trust Company, as trustee
                (the “Trustee”)

            


    

    


    I,
      [identify the certifying individual], a [title] of Deutsche Bank National Trust
      Company certify to the Depositor and its officers, directors and affiliates,
      and
      with the knowledge and intent that they will rely upon this certification,
      that:

     

    1. I
      have
      reviewed the annual report on Form 10-K (the “Annual Report”) for the fiscal
      year [___], and all reports on Form 10-D containing distribution reports filed
      in respect of periods included in the year covered by the Annual Report
      (collectively with the Annual Report, the “Reports”), of the Trust;

     

    2. Based
      on
      my knowledge, the information in the Reports prepared by the Trustee, taken
      as a
      whole, does not contain any untrue statement of a material fact or omit to
      state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of the
      last day of the period covered by the Annual Report; and

     

    3. Based
      on
      my knowledge, the distribution or servicing information required to be provided
      to the Trustee by the Master Servicer under the Pooling and Servicing Agreement
      for inclusion in the Reports is included in the Reports.

     

    Date: _________________

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

    


    


    By:
      _________________________________     

    Name:
      _______________________________

    Title:
      ____________________________

    


    



    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    



    


    SCHEDULE
      I

    


    PREPAYMENT
      CHARGE SCHEDULE

    


    AVAILABLE
      UPON REQUEST

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

    


    SWAP
      NOTIONAL AMOUNT SCHEDULE

    


    
      	
              Distribution
                Date

               

            	 	
              Swap
                Notional Amount ($)

               

            
	
              1

            	 	
              0.00

            
	
              2

            	 	
              2,799,644,113

            
	
              3

            	 	
              2,746,206,137

            
	
              4

            	 	
              2,687,523,311

            
	
              5

            	 	
              2,620,425,809

            
	
              6

            	 	
              2,545,604,735

            
	
              7

            	 	
              2,464,954,046

            
	
              8

            	 	
              2,367,529,527

            
	
              9

            	 	
              2,271,093,768

            
	
              10

            	 	
              2,152,101,863

            
	
              11

            	 	
              2,047,146,904

            
	
              12

            	 	
              1,952,926,695

            
	
              13

            	 	
              1,860,500,027

            
	
              14

            	 	
              1,771,149,945

            
	
              15

            	 	
              1,684,263,072

            
	
              16

            	 	
              1,612,207,190

            
	
              17

            	 	
              1,547,738,663

            
	
              18

            	 	
              1,489,310,082

            
	
              19

            	 	
              1,437,990,812

            
	
              20

            	 	
              1,387,001,108

            
	
              21

            	 	
              1,342,979,682

            
	
              22

            	 	
              1,243,065,803

            
	
              23

            	 	
              1,140,922,360

            
	
              24

            	 	
              1,033,491,199

            
	
              25

            	 	
              931,541,736

            
	
              26

            	 	
              845,405,767

            
	
              27

            	 	
              771,787,523

            
	
              28

            	 	
              713,895,867

            
	
              29

            	 	
              666,158,193

            
	
              30

            	 	
              628,353,749

            
	
              31

            	 	
              594,934,187

            
	
              32

            	 	
              562,414,407

            
	
              33

            	 	
              531,860,737

            
	
              34

            	 	
              531,860,737

            
	
              35

            	 	
              504,721,089

            
	
              36

            	 	
              475,042,680

            
	
              37

            	 	
              446,854,586

            
	
              38

            	 	
              419,862,677

            
	
              39

            	 	
              393,079,034

            
	
              40

            	 	
              369,600,141

            
	
              41

            	 	
              348,016,506

            
	
              42

            	 	
              327,903,667

            
	
              43

            	 	
              309,518,560

            
	
              44

            	 	
              291,309,269

            
	
              45

            	 	
              274,470,588

            
	
              46

            	 	
              257,569,384

            
	
              47

            	 	
              241,776,868

            
	
              48

            	 	
              224,274,120

            
	
              49

            	 	
              207,023,223

            
	
              50

            	 	
              190,185,604

            
	
              51

            	 	
              173,675,272

            
	
              52

            	 	
              159,259,707

            
	
              53

            	 	
              146,229,656

            
	
              54

            	 	
              134,221,755

            
	
              55

            	 	
              122,346,546

            


    

     

     

    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

               

            	 	
              Swap
                Notional Amount ($)

               

            
	
              56

            	 	
              111,567,688

            
	
              57

            	 	
              102,049,789

            
	
              58

            	 	
              92,984,469

            
	
              59

            	 	
              85,172,490

            
	
              60

            	 	
              78,461,974

            


    

    


    



    
      
        
        

      

      
        II-2

        
          

        

      

      
        
        

      

    



    SCHEDULE
      III

    


    [RESERVED]

    


    


    



    
      
        
        

      

      
        III-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      IV

    


    PMI
      MORTGAGE LOAN SCHEDULE

    


    NOT
      APPLICABLE

    


    


    
      
        
        

      

      
        IV-1