EXHIBIT
      4.2

     

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (the “Agreement”), dated April 28, 2006,
      between Long Beach Securities Corp., a Delaware corporation (the “Purchaser”)
      and Long Beach Mortgage Company, a Delaware corporation (the
“Seller”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell certain mortgage loans to the Purchaser on the terms
      and
      subject to the conditions set forth in this Agreement. The Purchaser intends
      to
      deposit the mortgage loans into a mortgage pool constituting the trust fund.
      The
      trust fund will issue asset backed certificates designated as Long Beach
      Mortgage Loan Trust 2006-4 Asset-Backed Certificates, Series 2006-4 (the
“Certificates”). The Certificates will consist of twenty-two classes of
      certificates. The Certificates will be issued pursuant to a Pooling and
      Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing
      Agreement”), among the Purchaser, as depositor, Deutsche Bank National Trust
      Company, as trustee (the “Trustee”) and the Seller, as master servicer (in such
      capacity, the “Master Servicer”). Capitalized terms used but not defined herein
      shall have the meanings set forth in the Pooling and Servicing
      Agreement.

     

    The
      parties hereto agree as follows:

     

    
      	 	
              SECTION
                1.

            	
              Agreement
                to Purchase.

            


    

     

    The
      Seller agrees to sell, and the Purchaser agrees to purchase, on or before
      May 9, 2006 (the “Closing Date”), certain fixed-rate and adjustable-rate
      residential mortgage loans (the “Mortgage Loans”).

     

    
      	 	
              SECTION
                2.

            	
              Mortgage
                Loan Schedule.

            


    

     

    The
      Purchaser and the Seller have agreed upon which of the mortgage loans owned
      by
      the Seller are to be purchased by the Purchaser pursuant to this Agreement
      on
      the Closing Date and the Seller shall prepare or cause to be prepared on or
      prior to the Closing Date a final schedule (the “Closing Schedule”) that shall
      describe such Mortgage Loans and set forth all of the Mortgage Loans to be
      purchased under this Agreement. The Closing Schedule shall conform to the
      requirements set forth in this Agreement and to the definition of “Mortgage Loan
      Schedule” under the Pooling and Servicing Agreement. The Closing Schedule shall
      be the Mortgage Loan Schedule under the Pooling and Servicing
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              SECTION
                3.

            	
              Consideration.

            


    

     

    In
      consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
      shall on the Closing Date, as described in Section 8 hereof, (i) pay to or
      upon
      the order of the Seller in immediately available funds an amount (the “Purchase
      Price”) equal to the sale proceeds of the Class A Certificates and the Mezzanine
      Certificates, net of the aggregate amount of the underwriting commissions and
      discounts applicable to such certificates and the purchase price of the Class
      B
      Certificates less the Interest Coverage Amount; and (ii) deliver to the
      Seller or Long Beach Asset Holdings Corp., upon the order of the Seller, the
      Class C Certificates, the Class P Certificates, the Class R Certificates,
      the Class R-CX Certificates and the Class R-PX Certificates (the “Long
      Beach Certificates”).

     

    The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to (i) all scheduled payments of principal due after May 1, 2006 (the
      “Cut-off Date”), (ii) 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), (iii) all other payments
      of
      principal due and collected after the Cut-off Date, and (iv) all payments of
      interest on the Mortgage Loans due after the Cut-off Date. All scheduled
      payments of principal and interest due on or before the Cut-off Date and
      collected after the Cut-off Date shall belong to the Seller.

     

    Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will transfer, assign,
      set
      over and otherwise convey to the Trustee without recourse for the benefit of
      the
      Certificateholders, all the right, title and interest of the Purchaser in and
      to
      the Mortgage Loans, together with its rights under this Agreement (other than
      Section 17 hereof).

     

    
      	 	
              SECTION
                4.

            	
              Transfer
                of the Mortgage Loans.

            


    

     

    (a) Possession
      of Mortgage Files.
      The
      Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
      without recourse, but subject to the terms of this Agreement, all of its right,
      title and interest in, to and under the Mortgage Loans. The contents of each
      Mortgage File related to a Mortgage Loan not delivered to the Purchaser or
      to
      any assignee, transferee or designee of the Purchaser on or prior to the Closing
      Date are and shall be held in trust by the Seller for the benefit of the
      Purchaser or any assignee, transferee or designee of the Purchaser and promptly
      transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership
      of each related Mortgage Note, the related Mortgage and the other contents
      of
      the related Mortgage File shall be vested in the Purchaser and the ownership
      of
      all records and documents with respect to the related Mortgage Loan prepared
      by
      or that come into the possession of the Seller on or after the Closing Date
      shall immediately vest in the Purchaser and shall be delivered promptly to
      the
      Purchaser or as otherwise directed by the Purchaser. 

     

    (b) Delivery
      of Mortgage Loan Documents.
      The
      Seller will, on or prior to the Closing Date deliver or cause to be delivered
      to
      the Purchaser, the Trustee or their designee each of the following documents
      for
      each Mortgage Loan:

     

    
      
        
        

      

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

     

    (ii) 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;

     

    (iii) unless
      the Mortgage Loan is registered on the MERS® System, an original Assignment in
      blank;

     

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

     

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

     

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

     

    
      
        
        

      

      
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    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller 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 Purchaser to the Trustee in accordance with the
      Pooling and Servicing 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 Seller further agrees that it shall not, and shall not
      permit the Master Servicer to 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
      and the Pooling and Servicing Agreement.

     

    If
      any
      document referred to in Section 4(b)(ii), Section 4(b)(iii), Section 4(b)(iv),
      or Section 4(b)(v) above (collectively, the “Recording Documents”) has as of the
      Closing Date been submitted for recording but either (x) has not been returned
      from the applicable public recording office or (y) has been lost or such public
      recording office has retained the original of such document, the obligations
      of
      the Seller to deliver such Recording Documents shall be deemed to be satisfied
      upon (1) delivery to the Purchaser, the Trustee or their designee of a copy
      of
      each such Recording Document certified by the Seller in the case of (x) above
      or
      the applicable public recording office in the case of (y) above to be a true
      and
      complete copy of the original that was submitted for recording and (2) if such
      copy is certified by the Seller, delivery to the Purchaser, the Trustee or
      their
      designee upon receipt thereof, and in any event no later than one year after
      the
      Closing Date (except as provided below), of either the original or a copy of
      such Recording Document certified by the applicable public recording office
      to
      be a true and complete copy of the original. In instances where, due to a delay
      on the part of the applicable recording office where any such Recording
      Documents have been delivered for recordation, the Recording Documents cannot
      be
      delivered to the Purchaser, the Trustee or their designee within one year after
      the Closing Date, the Seller shall deliver to the Purchaser, the Trustee or
      their designee within such time period an Officer’s Certificate stating the date
      by which the Seller expects to receive such Recording Documents from the
      applicable recording office. If the Recording Documents have still not been
      received by the Seller and delivered to the Purchaser, the Trustee or their
      designee by such date, the Seller shall deliver to the Purchaser, the Trustee
      or
      their designee by such date an additional Officer’s Certificate stating a
      revised date by which Seller expects to receive the applicable Recording
      Documents. This procedure shall be repeated until the Recording Documents have
      been received by the Seller and delivered to the Purchaser, the Trustee or
      their
      designee. If the original or copy of the lender’s title insurance policy was not
      delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause
      to be delivered to the Purchaser, the Trustee or their designee promptly after
      receipt thereof, and in any event within 120 days after the Closing Date such
      title insurance policy. The Seller shall deliver or cause to be delivered to
      the
      Purchaser, the Trustee or their designee promptly upon receipt thereof any
      other
      original documents constituting a part of a Mortgage File received with respect
      to any Mortgage Loan, including, but not limited to, any original documents
      evidencing an assumption or modification of any Mortgage Loan.

     

    
      
        
        

      

      
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    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser, the Trustee or their designee, if held by the Seller, shall be so
      held for the benefit of the Purchaser, the Trustee or their designees. In the
      event that any such original document is required pursuant to the terms of
      this
      Section to be a part of a Mortgage File, such document shall be delivered
      promptly to the Purchaser, the Trustee or their designee. Any such original
      document that is not required pursuant to the terms of this Section to be a
      part
      of a Mortgage File shall be held by the Seller in its capacity as Master
      Servicer.

     

    (c) Acceptance
      of Mortgage Loans.
      The
      documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before, on and after the Closing Date (and with respect to each document
      permitted to be delivered after the Closing Date within seven days of its
      delivery) to ascertain that all required documents have been executed and
      received and that such documents relate to the Mortgage Loans identified on
      the
      Mortgage Loan Schedule.

     

    (d) Transfer
      of Interest in Agreements.
      The
      Purchaser has the right to assign its interest under this Agreement (other than
      Section 17 hereof), in whole or in part, to the Trustee, as may be required
      to
      effect the purposes of the Pooling and Servicing Agreement, without the consent
      of the Seller, and the Trustee shall succeed to the rights and obligations
      hereunder of the Purchaser. Any expense reasonably incurred by or on behalf
      of
      the Purchaser, the Trustee, or the NIMS Insurer, if any, in connection with
      enforcing any obligations of the Seller under this Agreement will be promptly
      reimbursed by the Seller.

     

    (e) Examination
      of Mortgage Files.
      Prior
      to the Closing Date the Seller shall either (i) deliver in escrow to the
      Purchaser or to any assignee, transferee or designee of the Purchaser, for
      examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination. Such examination may be made by
      the
      Purchaser or the Trustee, and their respective designees, upon reasonable notice
      to the Seller during normal business hours at any time before or after the
      Closing Date. If any such person makes such examination prior to the Closing
      Date and identifies any Mortgage Loans with respect to which the Seller’s
      representations and warranties contained in this Agreement are not correct,
      such
      Mortgage Loans shall be deleted from the Mortgage Loan Schedule. The Purchaser
      may, at its option and without notice to the Seller, purchase all or part of
      the
      Mortgage Loans without conducting any partial or complete examination. The
      fact
      that the Purchaser or any person has conducted or has failed to conduct any
      partial or complete examination of the related Mortgage Files shall not affect
      the rights of the Purchaser or any assignee, transferee or designee of the
      Purchaser to demand repurchase or other relief as provided herein or under
      the
      Pooling and Servicing Agreement.

     

    
      
        
        

      

      
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              SECTION
                5.

            	
              Representations,
                Warranties and Covenants of the
                Seller.

            


    

     

    The
      Seller hereby represents and warrants and covenants to the Purchaser, as of
      the
      date hereof and as of the Closing Date:

     

    (i) The
      Seller is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and is duly authorized and qualified
      to
      transact any and all business contemplated by this Agreement to be conducted
      by
      the Seller in any state in which a Mortgaged Property is located or is otherwise
      not required under applicable law to effect such qualification and, in any
      event, is in compliance with the doing business laws of any such state, to
      the
      extent necessary to ensure its ability to enforce each Mortgage Loan and to
      service the Mortgage Loans in accordance with the terms of the Pooling and
      Servicing Agreement;

     

    (ii) The
      Seller had the full corporate power and authority to originate, hold and sell
      each Mortgage Loan and has the full corporate power and authority to service
      each Mortgage Loan, and to execute, deliver and perform, and to enter into
      and
      consummate the transactions contemplated by this Agreement and has duly
      authorized by all necessary corporate action on the part of the Seller the
      execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the Purchaser,
      constitutes a legal, valid and binding obligation of the Seller, enforceable
      against the Seller in accordance with its terms, except to the extent that
      the
      enforceability thereof may be limited by (a) bankruptcy, insolvency, moratorium,
      receivership, conservatorship, arrangement, moratorium and other similar laws
      relating to creditors’ rights generally and (b) the general principles of
      equity, whether such enforcement is sought in equity or at law;

     

    (iii) The
      execution and delivery of this Agreement by the Seller, the servicing of the
      Mortgage Loans by the Seller under the Pooling and Servicing Agreement, the
      consummation of any other of the transactions herein contemplated, and the
      fulfillment of or compliance with the terms hereof are in the ordinary course
      of
      business of the Seller and does not (A) result in a breach of any term or
      provision of the charter or by-laws of the Seller, (B) conflict with, result
      in
      a breach, violation or acceleration of, or result in a default under, the terms
      of any other material agreement, instrument or indenture to which the Seller
      is
      a party or by which it may be bound, or any statute, order or regulation
      applicable to the Seller of any court, regulatory body, administrative agency
      or
      governmental body having jurisdiction over the Seller or any of its property
      or
      (C) result in the creation or imposition of any lien, charge or encumbrance
      which would have a material adverse effect upon the Mortgage Loans or any
      documents or instruments evidencing or securing the Mortgage Loans; and the
      Seller is not a party to, bound by, or in breach or violation of any indenture
      or other agreement or instrument, or subject to or in violation of any statute,
      order or regulation of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it, which materially and adversely
      affects or, to the Seller’s knowledge, would in the future result in the
      creation or imposition of any lien, charge or encumbrance which would have
      a
      material adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans or materially and adversely affect
      (x)
      the ability of the Seller to perform its obligations under this Agreement or
      the
      Pooling and Servicing Agreement or (y) the business, operations, financial
      condition, properties or assets of the Seller taken as a whole;

     

    
      
        
        

      

      
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    (iv) No
      consent, approval, authorization, or order of, any court or governmental agency
      or body is required for the execution, delivery and performance by the Seller
      of, or compliance by the Seller with, this Agreement or the consummation of
      the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Seller has obtained the
      same;

     

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

     

    (vi) No
      litigation or proceeding is pending or, to
      the best
      knowledge of the Seller,
      threatened, against the Seller that would materially and adversely affect the
      execution, delivery or enforceability of this Agreement or the Pooling and
      Servicing Agreement or the issuance of the Certificates or the ability of the
      Seller to service the Mortgage Loans or to perform any of its other obligations
      hereunder in accordance with the terms hereof and the terms of the Pooling
      and
      Servicing Agreement or, that would result in a material adverse change in the
      financial or operating conditions of the Seller;

     

    (vii) No
      certificate of an officer, statement or other information furnished in writing
      or report delivered by the Seller to the Purchaser, any Affiliate of the
      Purchaser or the Trustee for use in connection with the purchase of the Mortgage
      Loans and the transactions contemplated hereunder and under the Pooling and
      Servicing Agreement contains any untrue statement of a material fact, or omits
      a
      material fact necessary to make the information, certificate, statement or
      report not misleading in any material respect;

     

    (viii) The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage
      Loans;

     

    
      
        
        

      

      
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    (ix) Each
      Mortgage Note, each Mortgage, each Assignment and any other document required
      to
      be delivered by or on behalf of the Seller under this Agreement or the Pooling
      and Servicing Agreement to the Purchaser or any assignee, transferee or designee
      of the Purchaser for each Mortgage Loan has been or will be, in accordance
      with
      Section 4(b) hereof, delivered to the Purchaser or any such assignee, transferee
      or designee. With respect to each Mortgage Loan, the Seller is in possession
      of
      a complete Mortgage File in compliance with the Pooling and Servicing Agreement,
      except for such documents that have been delivered (1) to the Purchaser or
      any
      assignee, transferee or designee of the Purchaser or (2) for recording to the
      appropriate public recording office and have not yet been returned;

     

    (x) The
      Seller (A) is a solvent entity and is paying its debts as they become due,
      (B)
      immediately after giving effect to the transfer of the Mortgage Loans, will
      be a
      solvent entity and will have sufficient resources to pay its debts as they
      become due and (C) did not sell the Mortgage Loans to the Purchaser with the
      intent to hinder, delay or defraud any of its creditors; and

     

    (xi) The
      transfer of the Mortgage Loans to the Purchaser at the Closing Date will be
      treated by the Seller for financial accounting and reporting purposes as a
      sale
      of assets.

     

    
      	 	
              SECTION
                6.

            	
              Representations
                and Warranties of the Seller Relating to the Individual Mortgage
                Loans.
                

            


    

     

    The
      Seller hereby represents and warrants to the Purchaser, that as of the Closing
      Date with respect to each Mortgage Loan:

     

    (i) The
      information set forth on the Mortgage Loan Schedule with respect to each
      Mortgage Loan is true and correct in all material respects as of the Cut-off
      Date, unless another date is set forth on the Mortgage Loan
      Schedule;

     

    (ii) [reserved];

     

    (iii) Each
      Mortgage is a valid and enforceable first or second lien on the Mortgaged
      Property, including all improvements thereon, subject only to (a) the lien
      of
      non-delinquent current real property taxes and assessments, (b) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      public record as of the date of recording of such Mortgage, such exceptions
      appearing of record being acceptable to mortgage lending institutions generally
      or specifically reflected in the appraisal made in connection with the
      origination of the related Mortgage Loan and which do not materially interfere
      with the benefits of the security intended to be provided by such Mortgage,
      (c)
      other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by such Mortgage and (d) in the case of a second lien, only to a first lien
      on
      such Mortgaged Property;

     

    
      
        
        

      

      
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    (iv) Immediately
      prior to the assignment of the Mortgage Loans to the Purchaser, the Seller
      had
      good title to, and was the sole legal and beneficial owner of, each Mortgage
      Loan, free and clear of any pledge, lien, encumbrance or security interest
      and
      has full right and authority, subject to no interest or participation of, or
      agreement with, any other party to sell and assign the same. The form of
      endorsement of each Mortgage Note satisfied the requirement, if any, of
      endorsement in order to transfer all right, title and interest of the party
      so
      endorsing, as noteholder or assignee thereof, in and to that Mortgage Note;
      and
      each Assignment to be delivered hereunder is in recordable form and is
      sufficient to effect the assignment of and to transfer to the assignee
      thereunder the benefits of the assignor, as mortgagee or assignee thereof,
      under
      each Mortgage to which that Assignment relates;

     

    (v) There
      is
      no delinquent tax or assessment lien against any Mortgaged
      Property;

     

    (vi) There
      is
      no valid offset, defense or counterclaim to any Mortgage Note (including any
      obligation of the Mortgagor to pay the unpaid principal of or interest on such
      Mortgage Note) or the Mortgage, nor will the operation of any of the terms
      of
      the Mortgage Note and the Mortgage, or the exercise of any right thereunder,
      render the Mortgage Note or the Mortgage unenforceable, in whole or in part,
      or
      subject to any right of rescission, set-off, counterclaim or defense, including
      the defense of usury and no such right of rescission, set-off, counterclaim
      or
      defense has been asserted with respect thereto;

     

    (vii) There
      are
      no mechanics’ liens or claims for work, labor or material affecting any
      Mortgaged Property which are or may be a lien prior to, or equal with, the
      lien
      of the related Mortgage, except those which are insured against by the title
      insurance policy referred to in (xi) below;

     

    (viii) Each
      Mortgaged Property is free of material damage and is at least in average
      repair;

     

    (ix) Each
      Mortgage Loan at origination complied in all material respects with applicable
      local, state and federal laws, including, without limitation, predatory and
      abusive lending, usury, equal credit opportunity, real estate settlement
      procedures, truth-in-lending and disclosure laws, and consummation of the
      transactions contemplated hereby, including without limitation the receipt
      of
      interest does not involve the violation of any such laws;

     

    (x) Neither
      the Seller nor any prior holder of any Mortgage has modified the Mortgage in
      any
      material respect, satisfied, canceled or subordinated such Mortgage in whole
      or
      in part; released the related Mortgaged Property in whole or in part from the
      lien of such Mortgage; or executed any instrument of release, cancellation,
      modification or satisfaction with respect thereto (except that a Mortgage Loan
      may have been modified by a written instrument signed by the Seller or a prior
      holder of the Mortgage Loan which has been recorded, if necessary, to protect
      the interests of the Seller and the Purchaser and which has been delivered
      to
      the Purchaser or any assignee, transferee or designee of the Purchaser as part
      of the Mortgage File, and the terms of which are reflected in the Mortgage
      Loan
      Schedule);

     

    
      
        
        

      

      
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    (xi) A
      lender’s policy of title insurance together with a condominium endorsement and
      extended coverage endorsement, if applicable, and, with respect to each
      Adjustable Rate Mortgage Loan, an adjustable rate mortgage endorsement in an
      amount at least equal to the balance of the Mortgage Loan as of the Cut-off
      Date
      or a commitment (binder) to issue the same was effective on the date of the
      origination of each Mortgage Loan, and each such policy is valid and remains
      in
      full force and effect, the transfer of the related Mortgage Loan to the
      Purchaser and the Trustee does not affect the validity or enforceability of
      such
      policy and each such policy was issued by a title insurer qualified to do
      business in the jurisdiction where the Mortgaged Property is located and
      acceptable to Fannie Mae or Freddie Mac and in a form acceptable to Fannie
      Mae
      or Freddie Mac on the date of origination of such Mortgage Loan, which policy
      insures the Seller and successor owners of indebtedness secured by the insured
      Mortgage, as to the first or second, as the case may be, priority lien of the
      Mortgage; no claims have been made under such mortgage title insurance policy
      and no prior holder of the related Mortgage, including the Seller, has done,
      by
      act or omission, anything which would impair the coverage of such mortgage
      title
      insurance policy;

     

    (xii) Each
      Mortgage Loan was originated by, or generated on behalf of, the Seller, or
      originated by a savings and loan association, savings bank, commercial bank,
      credit union, insurance company or similar institution which is supervised
      and
      examined by a federal or state authority, or by a mortgagee approved by the
      Secretary of Housing and Urban Development pursuant to Sections 203 and 211
      of
      the National Housing Act;

     

    (xiii) With
      respect to each Adjustable Rate Mortgage Loan, on each Adjustment Date, the
      Mortgage Rate will be adjusted to equal the Index plus the Gross Margin, rounded
      to the nearest 0.125%, subject to the Periodic Rate Cap, the Maximum Mortgage
      Rate and the Minimum Mortgage Rate. The related Mortgage Note is payable on
      the
      first day of each month in self-amortizing monthly installments of principal
      and
      interest (unless such Mortgage Loan is a mortgage loan that requires the payment
      of interest only with respect to some or all of the related monthly payments
      as
      indicated on the Mortgage Loan Schedule), with interest payable in arrears,
      and
      requires a Monthly Payment which is sufficient to fully amortize the outstanding
      principal balance of the Mortgage Loan over its remaining term and to pay
      interest at the applicable Mortgage Rate. No Mortgage Loan is subject to
      negative amortization. All rate adjustments have been performed in accordance
      with the terms of the related Mortgage Note or subsequent modifications, if
      any;

     

    (xiv) All
      of
      the improvements which were included for the purpose of determining the Value
      of
      the Mortgaged Property lie wholly within the boundaries and building restriction
      lines of such property, and no improvements on adjoining properties encroach
      upon the Mortgaged Property;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (xv) All
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of the Mortgaged Property and, with respect
      to
      the use and occupancy of the same, including but not limited to certificates
      of
      occupancy, have been made or obtained from the appropriate authorities and
      the
      Mortgaged Property is lawfully occupied under applicable law;

     

    (xvi) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the Mortgaged Property
      is located;

     

    (xvii) The
      Mortgage Note and the related Mortgage are genuine, and each is the legal,
      valid
      and binding obligation of the Mortgagor enforceable against the Mortgagor by
      the
      mortgagee or its representative in accordance with its terms, except only as
      such enforcement may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting the enforcement of creditors’ rights
      generally and by law. All parties to the Mortgage Note and the Mortgage had
      full
      legal capacity to execute all Mortgage Loan documents and to convey the estate
      purported to be conveyed by the Mortgage and each Mortgage Note and Mortgage
      have been duly and validly executed by such parties;

     

    (xviii) The
      proceeds of each Mortgage Loan have been fully disbursed, there is no
      requirement for future advances thereunder and any and all requirements as
      to
      completion of any on-site or off-site improvements and as to disbursements
      of
      any escrow funds therefor have been complied with. All costs, fees and expenses
      incurred in making, closing or recording the Mortgage Loans were
      paid;

     

    (xix) The
      related Mortgage contains customary and enforceable provisions which render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security, including, (i) in the
      case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
      otherwise by judicial foreclosure. There is no homestead or other exemption
      available to the Mortgagor which would interfere with the right to sell the
      Mortgaged Property at a trustee’s sale or the right to foreclose the
      Mortgage;

     

    (xx) With
      respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable by the Purchaser to the trustee under the deed of trust,
      except in connection with a trustee’s sale after default by the
      Mortgagor;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (xxi) There
      exist no deficiencies with respect to escrow deposits and payments, if such
      are
      required, for which customary arrangements for repayment thereof have not been
      made, and no escrow deposits or payments of other charges or payments due the
      Seller have been capitalized under the Mortgage or the related Mortgage
      Note;

     

    (xxii) The
      origination, underwriting and collection practices used by the Seller with
      respect to each Mortgage Loan have been in all material respects legal, proper,
      prudent and customary in the subprime mortgage servicing business. Each Mortgage
      Loan is currently being serviced by Washington Mutual Bank;

     

    (xxiii) There
      is
      no pledged account or other security other than real estate securing the
      Mortgagor’s obligations;

     

    (xxiv) No
      Mortgage Loan has a shared appreciation feature, or other contingent interest
      feature;

     

    (xxv) [reserved];

     

    (xxvi) The
      improvements upon each Mortgaged Property are covered by a valid and existing
      hazard insurance policy with a generally acceptable carrier that provides for
      fire extended coverage and coverage of such other hazards as are customarily
      covered by hazard insurance policies with extended coverage in the area where
      the Mortgaged Property is located representing coverage not less than the lesser
      of the outstanding principal balance of the related Mortgage Loan or the minimum
      amount required to compensate for damage or loss on a replacement cost basis.
      All individual insurance policies and flood policies referred to in this clause
      (xxvi) and in clause (xxvii) below contain a standard mortgagee clause naming
      the Seller or the original mortgagee, and its successors in interest, as
      mortgagee, and the Seller has received no notice that any premiums due and
      payable thereon have not been paid; the Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance, including flood insurance, at the
      Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
      authorizes the holder of the Mortgage to obtain and maintain such insurance
      at
      the Mortgagor’s cost and expense and to seek reimbursement therefor from the
      Mortgagor;

     

    (xxvii) If
      the
      Mortgaged Property is in an area identified in the Federal Register by the
      Federal Emergency Management Agency as subject to special flood hazards, a
      flood
      insurance policy in a form meeting the requirements of the current guidelines
      of
      the Flood Insurance Administration is in effect with respect to such Mortgaged
      Property with a generally acceptable carrier in an amount representing coverage
      not less than the least of (A) the original outstanding principal balance of
      the
      Mortgage Loan, (B) the minimum amount required to compensate for damage or
      loss
      on a replacement cost basis or (C) the maximum amount of insurance that is
      available under the Flood Disaster Protection Act of 1973;

     

    
      
        
        

      

      
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    (xxviii) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note; and neither the Seller nor any other
      entity involved in originating or servicing the Mortgage Loan has waived any
      default, breach, violation or event of acceleration;

     

    (xxix) Each
      Mortgaged Property is improved by a one- to four-family residential dwelling,
      including condominium units and dwelling units in planned unit developments,
      which does not include cooperatives and does not constitute property other
      than
      real property under state law;

     

    (xxx) There
      is
      no obligation on the part of the Seller or any other party under the terms
      of
      the Mortgage or related Mortgage Note to make payments in addition to those
      made
      by the Mortgagor;

     

    (xxxi) Any
      future advances made prior to the Cut-off Date have been consolidated with
      the
      outstanding principal amount secured by the Mortgage, and the secured principal
      amount, as consolidated, bears a single interest rate and single repayment
      term
      reflected on the related Mortgage Loan Schedule. The consolidated principal
      amount does not exceed the original principal amount of the Mortgage
      Loan;

     

    (xxxii) Each
      Mortgage Loan was underwritten in accordance with the Seller’s underwriting
      guidelines as described in the Prospectus Supplement, as amended or
      supplemented, as applicable to its credit grade in all material respects (the
      “Underwriting Guidelines”);

     

    (xxxiii) Each
      appraisal of a Mortgage Loan that was used to determine the appraised value
      of
      the related Mortgaged Property was conducted generally in accordance with the
      Seller’s Underwriting Guidelines, and included an assessment by the appraiser of
      the fair market value of the related Mortgaged Property at the time of the
      appraisal. The Mortgage File contains an appraisal of the applicable Mortgaged
      Property;

     

    (xxxiv) None
      of
      the Mortgage Loans is a graduated payment Mortgage Loan, nor is any Mortgage
      Loan subject to a temporary buydown or similar arrangement;

     

    (xxxv) There
      are
      no Mortgage Loans with respect to which the monthly payment due thereon in
      April, 2006 had not been made, none of the Mortgage Loans has been contractually
      delinquent for more than 30 days more than once during the preceding twelve
      months and, no Mortgage Loan has ever experienced a delinquency of 60 or more
      days since the origination thereof;

     

    (xxxvi) Each
      Mortgage contains a provision that is, to the extent not prohibited by federal
      or state law, enforceable for the acceleration of the payment of the unpaid
      principal balance of the Mortgage Loan in the event that the Mortgaged Property
      is sold or transferred without the prior written consent of the mortgagee
      thereunder;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (xxxvii) No
      misrepresentation, negligence, fraud or similar occurrence with respect to
      a
      Mortgage Loan has taken place on the part of any person, including, without
      limitation, the Mortgagor, any appraiser, any builder or developer, or any
      other
      party involved in the origination of the Mortgage Loan or in the application
      of
      any insurance in relation to such Mortgage Loan;

     

    (xxxviii) Each
      Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code;

     

    (xxxix) The
      information set forth in the Prepayment Charge Schedule is complete, true and
      correct in all material respects at the date or dates respecting which such
      information is furnished and each Prepayment Charge is permissible and
      enforceable in accordance with its terms under applicable law upon the
      Mortgagor’s voluntary Principal Prepayment (except to the extent that: (1) the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally; or
      (2) the collectability thereof may be limited due to acceleration in connection
      with a foreclosure or other involuntary prepayment). No Mortgage Loan originated
      before October 1, 2002 has a Prepayment Charge for a term in excess of five
      years from the date of its origination and no Mortgage Loan originated on or
      after October 1, 2002 has a prepayment charge for a term in excess of three
      years from the date of its origination;

     

    (xl) The
      Loan-to-Value Ratio for each Mortgage Loan was no greater than 100% at the
      time
      of origination;

     

    (xli) The
      first
      date on which each Mortgagor must make a payment on the related Mortgage Note
      is
      no later than 60 days from the date of this Agreement;

     

    (xlii) With
      respect to each Mortgage Loan, the related Mortgagor shall not fail or has
      not
      failed to make the first monthly payment due under the terms of the Mortgage
      Loan by the second succeeding Due Date after the Due Date on which such monthly
      payment was due;

     

    (xliii) The
      transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
      by
      the Seller pursuant to this Agreement are not subject to the bulk transfer
      or
      any similar statutory provisions in effect in any relevant jurisdiction, except
      any as may have been complied with;

     

    (xliv) There
      are
      no defaults in complying with the terms of the Mortgage, and either (1) any
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges or ground rents which previously became due and owing have been paid,
      or
      (2) an escrow of funds has been established in an amount sufficient to pay
      for
      every such item which remains unpaid and which has been assessed but is not
      yet
      due and payable. Except for payments in the nature of escrow payments, including
      without limitation, taxes and insurance payments, the Seller has not advanced
      funds, or induced, solicited or knowingly received any advance of funds by
      a
      party other than the Mortgagor, directly or indirectly, for the payment of
      any
      amount required by the Mortgage Note, except for interest accruing from the
      date
      of the Mortgage Note or date of disbursement of the Mortgage proceeds, whichever
      is greater, to the day which precedes by one month the Due Date of the first
      installment of principal and interest;

     

    
      
        
        

      

      
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    (xlv) There
      is
      no proceeding pending or threatened for the total or partial condemnation of
      the
      Mortgaged Property or the taking by eminent domain of any Mortgaged
      Property;

     

    (xlvi) No
      Mortgage Loan is subject to the requirements of the Home Ownership and Equity
      Protection Act of 1994, as amended, or is a “high cost” or “predatory” loan
      under any state or local law or regulation applicable to the originator of
      such
      Mortgage Loan or which would result in liability to the purchaser or assignee
      of
      such Mortgage Loan under any predatory or abusive lending law. In the event
      that
      Financial Security Assurance, Inc. becomes a NIMS Insurer, no Mortgage Loan
      is a
“covered” loan under the laws of the states of California, Colorado or
      Ohio;

     

    (xlvii) No
      proceeds from any Mortgage Loans were used to finance single-premium credit
      insurance policies. No borrower was required to purchase any credit life,
      disability, accident or health insurance product as a condition of obtaining
      the
      extension of credit. No borrower obtained a prepaid single-premium credit life,
      disability, accident or health insurance policy in connection with the
      origination of the Mortgage Loan;

     

    (xlviii) The
      Seller did not select the Mortgage Loans with the intent to adversely affect
      the
      interests of the Purchaser;

     

    (xlix) The
      Seller has not received any notice that any Mortgagor has filed for any
      bankruptcy or similar legal protection since the date of the origination of
      such
      Mortgage Loan. Prior to the date of the origination of any Mortgage Loan, the
      Seller did not receive any notice that any Mortgagor has filed for bankruptcy
      or
      similar legal protection except as permitted under the Underwriting
      Guidelines;

     

    (l) No
      Group I Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia
      Fair Lending Act, as amended (the “Georgia Act”), and no Mortgage Loan that was
      originated on or after October 1, 2002 and before March 7, 2003, is
      secured by a Mortgaged Property located in the State of Georgia;

     

    (li) No
      Group I Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky
      high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
      360.100);

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (lii) No
      Group I Mortgage Loan is a “High Cost Home Loan” as defined in the New
      Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;
      10B-22 et seq.);

     

    (liii) No
      Group I Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home
      Ownership and Equity Protection Act;

     

    (liv) No
      Group I Mortgage Loan is a “High-Cost Home Loan” as defined in New York
      Banking Law 6-1;

     

    (lv) No
      Group I Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas
      Home Loan Protection Act effective July 16, 2003 (Act 1340 of
      2003);

     

    (lvi) No
      Group I Mortgage Loan is a “High-Cost Home Loan” as defined in the New
      Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Am.
§§ 58-21A-1 et seq.);

     

    (lvii) [reserved];

     

    (lviii) Each
      Group I Mortgage Loan was originated in compliance with the following
      anti-predatory lending guidelines:

     

    a. Each
      Group I Mortgage Loan satisfies the eligibility for purchase requirements and
      was originated in compliance with Lender Letter # LL03-00 dated April 11, 2000
      for Fannie Mae Sellers (the “Lender Letter”);

     

    b. No
      borrower was encouraged or required by the Seller to select a Group I Mortgage
      Loan product offered by the Group I Mortgage Loan’s originator which is a higher
      cost product designed for less creditworthy borrowers, unless at the time of
      the
      Group I Mortgage Loan’s origination, such borrower did not qualify taking into
      account credit history and debt-to-income ratios for a lower-cost credit product
      then offered by the Group I Mortgage Loan’s originator or any affiliate of the
      Group I Mortgage Loan’s originator;

     

    c. The
      methodology used in underwriting the extension of credit for each Group I
      Mortgage Loan employs objective mathematical principles which relate the
      borrower’s income, assets and liabilities to the proposed payment and such
      underwriting methodology does not rely on the extent of the borrower’s equity in
      the collateral as the principal determining factor in approving such credit
      extension. Such underwriting methodology provided reasonable assurance that
      at
      the time of origination (application/approval) the borrower had a reasonable
      ability to make timely payments on the Group I Mortgage Loan;

     

    d. With
      respect to any Group I Mortgage Loan that contains a provision permitting
      imposition of a premium upon a prepayment prior to maturity, (i) the Seller’s
      pricing methods include mortgage loans with and without prepayment premiums;
      borrowers selecting Group I Mortgage Loans which include such prepayment
      premiums receive a monetary benefit, including but not limited to a rate or
      fee
      reduction, in exchange for selecting a Group I Mortgage Loan with a prepayment
      premium, (ii) prior to the Group I Mortgage Loan’s origination, the borrower had
      the opportunity to choose between an array of mortgage loan products which
      included mortgage loan products with prepayment premiums and mortgage loan
      products that did not require payment of such a premium, (iii) the prepayment
      premium is disclosed to the borrower in the loan documents pursuant to
      applicable state and federal law, and (iv) notwithstanding any state or federal
      law to the contrary, the Master Servicer shall not impose such prepayment
      premium in any instance when the mortgage debt is accelerated as the result
      of
      the borrower’s default in making the loan payments;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    e. All
      points and fees related to each Group I Mortgage Loan were disclosed in writing
      to the borrower in accordance with applicable state and federal law. Except
      in
      the case of a Group I Mortgage Loan in an original principal amount of less
      than
      $60,000 which would have resulted in an unprofitable origination, no borrower
      was charged “points and fees” (whether or not financed) in an amount greater
      than 5% of the principal amount of such loan, such 5% limitation calculated
      in
      accordance with the Lender Letter; 

     

    f. All
      fees
      and charges (including finance charges) and whether or not financed, assessed,
      collected or to be collected in connection with the origination and servicing
      of
      each Group I Mortgage Loan have been disclosed in writing to the borrower in
      accordance with applicable state and federal law and regulation; 

     

    (lix) No
      Group
      I Mortgage Loan had a principal balance at origination in excess of Fannie
      Mae’s
      conforming loan balance limitations for single family loans set forth in the
      Fannie Mae Charter Act and the Fannie Mae Selling Guide in effect at the time
      of
      such Group I Mortgage Loan's origination;

     

    (lx) With
      respect to each Group I Mortgage Loan, information regarding the borrower credit
      file related to such Mortgage Loan has been furnished to credit reporting
      agencies in compliance with the provisions of the Fair Credit Reporting Act
      and
      the applicable implementing regulations;

     

    (lxi) No
      Mortgage Loan is a “High Cost Loan” or “Covered Loan” (as such terms are defined
      in the Standard & Poor’s LEVELS® Glossary in effect on the Closing Date
      which is now Version 5.6d Revised, Exhibit E, applicable portions of which
      are
      attached hereto as Exhibit A) and no Mortgage Loan originated on or after
      October 1, 2002 through March 6, 2003 is governed by the Georgia
      Act;

     

    (lxii) No
      Group I Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      (Mass. Ann. Laws ch. 183C);

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (lxiii) No
      Group I Mortgage Loan is 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); 

     

    (lxiv) With
      respect to any Group I Mortgage Loan originated on or after August 1, 2004,
      neither the related Mortgage nor the related Mortgage Note requires the
      Mortgagor to submit to arbitration to resolve any dispute arising out of or
      relating in any way to the Mortgage Loan transaction;

     

    (lxv) No
      Group
      I Mortgage Loan is secured by Mortgage Properties that are manufactured
      housing;

     

    (lxvi) All
      of
      the Group I Mortgage Loans were originated less than one year prior to the
      Closing Date;

     

    (lxvii) Any
      second lien Group I Mortgage Loan is on a one- to four-family residence that
      is
      the principal residence of the borrower; 

     

    (lxviii) No
      second
      lien Group I Mortgage Loan has an original principal balance that exceeds
      one-half of the Freddie Mac one-unit limitation for first lien mortgage loans,
      or $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without
      regard to the number of units; and

     

    (lxix) The
      original principal balance of the first lien mortgage loan plus the original
      principal balance of any second lien Group I Mortgage Loan relating to the
      same
      Mortgaged Property does not exceed the applicable Freddie Mac loan limit for
      first lien mortgage loans for that property type.

     

    
      	 	
              SECTION
                7.

            	
              Repurchase
                Obligation for Defective Documentation and for Breach of Representation
                and Warranty.

            


    

     

    (a) The
      representations and warranties contained in Section 5(ix) and Section 6 shall
      not be impaired by any review and examination of loan files or other documents
      evidencing or relating to the Mortgage Loans or any failure on the part of
      the
      Seller or the Purchaser to review or examine such documents and shall inure
      to
      the benefit of any assignee, transferee or designee of the Purchaser, including
      the Trustee for the benefit of holders of asset-backed certificates evidencing
      an interest in all or a portion of the Mortgage Loans. 

     

    
      
        
        

      

      
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    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by the Seller (as listed on the Trustee’s initial
      certification), as part of any Mortgage File or of a breach of any of the
      representations and warranties contained in Section 5 or Section 6 that
      materially and adversely affects the value of any Mortgage Loan or the interest
      of the Purchaser or the Purchaser’s assignee, transferee or designee (it being
      understood that with respect to the representations and warranties set forth
      in
      the last sentence of (xxxix), (xlvi), the first sentence of (xlvii), (lxi)
      and
      (lxiv) of Section 6 herein, a breach of any such representation or warranty
      shall in and of itself be deemed to materially and adversely affect the interest
      therein of the Purchaser and the Purchaser’s assignee, transferee or designee)
      in any Mortgage Loan, the party discovering the breach shall give prompt written
      notice to the others. Within ninety (90) days of the earlier of the discovery
      or
      the Seller’s receipt of notice of any such missing documentation which was not
      transferred to the Purchaser as described above or materially defective
      documentation or any such breach of a representation and warranty, the Seller
      promptly shall deliver such missing document or cure such defect or breach
      in
      all material respects, or in the event the Seller cannot deliver such missing
      document or such defect or breach cannot be cured, the Seller shall, within
      90
      days of its discovery or receipt of notice, either (i) repurchase the affected
      Mortgage Loan at a price equal to the Purchase Price (as defined in the Pooling
      and Servicing Agreement) or (ii) pursuant to the provisions of the Pooling
      and
      Servicing Agreement, cause the removal of such Mortgage Loan from the Trust
      Fund
      and substitute one or more Qualified Substitute Mortgage Loans; provided,
      however, that in the case of a breach of the representation and warranty
      concerning the Mortgage Loan Schedule contained in Section 6(i), if such breach
      relates to any field on the Mortgage Loan Schedule which identifies any
      Prepayment Charge and such Prepayment Charge has been triggered pursuant to
      the
      terms of the related Mortgage Note, then in lieu of purchasing such Mortgage
      Loan from the Trust Fund at the Purchase Price (as defined in the Pooling and
      Servicing Agreement), the Seller shall pay the amount of the incorrectly
      identified Prepayment Charge (net of any amount previously collected by or
      paid
      to the Trust Fund in respect of such Prepayment Charge), and the Seller shall
      have no obligation to repurchase or substitute for such Mortgage Loan. In the
      event of a substitution permitted hereunder, the Seller shall amend the Closing
      Schedule to reflect the withdrawal of each removed Mortgage Loan from the terms
      of this Agreement and the Pooling and Servicing Agreement and the addition
      of
      the Qualified Substitute Mortgage Loan(s). The Seller shall deliver to the
      Purchaser such amended Closing Schedule and shall deliver such other documents
      as are required by this Agreement or the Pooling and Servicing Agreement within
      five (5) days of any such amendment. Any repurchase pursuant to this Section
      7(a) shall be accomplished by deposit in the Collection Account of the amount
      of
      the Purchase Price (as defined in the Pooling and Servicing Agreement) in
      accordance with Section 2.03 of the Pooling and Servicing Agreement. Any
      repurchase or substitution required by this Section shall be made in a manner
      consistent with Section 2.03 of the Pooling and Servicing Agreement and any
      remedy by the Seller for a breach of a representation or warranty that
      materially and adversely affects the value of any Prepayment Charge shall be
      made in a manner consistent with Section 2.03(c) of the Pooling and Servicing
      Agreement.

     

    (b) It
      is
      understood and agreed that the obligations of the Seller set forth in this
      Section 7 to cure, repurchase or substitute for a defective Mortgage Loan
      constitute the sole remedies of the Purchaser against the Seller respecting
      a
      missing or defective document or a breach of the representations and warranties
      contained in Section 5 or Section 6.

     

    
      	 	
              SECTION
                8.

            	
              Closing;
                Payment for the Mortgage Loans.

            


    

     

    The
      closing of the purchase and sale of the Mortgage Loans shall be held at the
      Seattle office of Heller Ehrman LLP at 9:30 am New York time on the Closing
      Date
      (or such other location or time as is mutually agreeable to the
      parties).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    The
      Purchaser’s obligation to close the transactions contemplated by this Agreement
      shall be subject to each of the following conditions:

     

    (a) All
      of
      the representations and warranties of the Seller under this Agreement shall
      be
      true and correct in all material respects as of the date as of which they are
      made and no event shall have occurred which, with notice or the passage of
      time,
      would constitute a default under this Agreement;

     

    (b) The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      Closing Documents as specified in Section 9 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

     

    (c) The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section
      2.01 of the Pooling and Servicing Agreement; and

     

    (d) All
      other
      terms and conditions of this Agreement to be complied with by Seller, shall
      have
      been complied with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement and the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement, by delivery to the Seller of the Purchase Price
      in
      immediately available funds and delivery of the Long Beach Certificates to
      the
      Seller or, upon the direction of the Seller, to Long Beach Asset Holdings
      Corp.

     

    
      	 	
              SECTION
                9.

            	
              Closing
                Documents.

            


    

     

    Without
      limiting the generality of Section 8 hereof, the closing shall be subject to
      delivery of each of the following documents:

     

    (a) An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser, WaMu Capital Corp. (“WCC”) and Lehman Brothers, Inc. (“Lehman,” and
      together with WCC, the “Underwriters”) and the NIMS Insurer, if any, may rely
      and attached thereto copies of the certificate of incorporation, bylaws and
      certificate of good standing of the Seller under the laws of the State of
      Delaware;

     

    (b) An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect
      to certain facts regarding the sale of the Mortgage Loans, by the Seller to
      the
      Purchaser;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (c) An
      Opinion of Counsel of the Seller (which may be in-house counsel of the Seller),
      dated the Closing Date and addressed to the Purchaser, the Underwriters and
      the
      NIMS Insurer, if any;

     

    (d) Such
      opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or
      the
      NIMS Insurer, if any, may reasonably request in connection with the sale of
      the
      Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and
      delivery of, or performance under, this Agreement;

     

    (e) A
      letter
      from Deloitte & Touche L.L.P., certified public accountants, dated the date
      hereof and to the effect that they have performed certain specified procedures
      as a result of which they determined that certain information of an accounting,
      financial or statistical nature set forth in the Prospectus Supplement, as
      amended or supplemented, under the captions “Summary of Terms—Mortgage Loans,”
“Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool”
and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees
      with the records of the Seller;

     

    (f) The
      Seller shall deliver or make available to the Purchaser for inclusion in the
      Prospectus Supplement, as amended or supplemented, under the captions “The
      Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in
      other offering materials, such publicly available information regarding the
      Seller and Washington Mutual Bank, their financial condition, Seller’s
      underwriting standards, lending activities and loan sales, production, static
      pool information and master servicing practices, and Washington Mutual Bank’s
      servicing and collection practices, and any similar nonpublic, unaudited
      financial information and a computer tape with respect to the pool information,
      as the Underwriters may reasonably request;

     

    (g) Letters
      from at least two nationally recognized statistical rating agencies rating
      the
      Offered Certificates (as defined in the Prospectus Supplement, as amended or
      supplemented) and a letter from at least one nationally recognized statistical
      rating agency rating the Class B Certificates; and

     

    (h) Such
      further information, certificates, opinions and documents as the Purchaser
      or
      the Underwriters may reasonably request.

     

    
      	 	
              SECTION
                10.

            	
              Costs.

            


    

     

    The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, recording fees, fees for title policy endorsements
      and continuations and the fees for recording Assignments, the fees and expenses
      of the Seller’s in-house accountants and in-house attorneys; the costs and
      expenses incurred in connection with determining the Seller’s loan loss,
      foreclosure and delinquency experience, the costs and expenses incurred in
      connection with obtaining the documents referred to in Sections 9(d) and 9(e),
      the cost of an opinion of counsel regarding the true sale of the Mortgage Loans
      and non-consolidation of the Seller, the costs and expenses of printing (or
      otherwise reproducing) and delivering this Agreement, the Pooling and Servicing
      Agreement, the Certificates, the prospectus, any Preliminary Prospectus
      Supplement, the Prospectus Supplement, as amended or supplemented, any blue
      sky
      filings and private placement memorandum relating to the Certificates and other
      related documents, costs and expenses of the Trustee, the fees and expenses
      of
      the Purchaser’s counsel in connection with the preparation of all documents
      relating to the securitization of the Mortgage Loans, the filing fee charged
      by
      the Securities and Exchange Commission for registration of the Certificates,
      the
      cost of any opinions of outside special counsel that may be required for the
      Seller and the fees charged by any Rating Agency to rate the Certificates.
      All
      other costs and expenses in connection with the transactions contemplated
      hereunder shall be borne by the party incurring such expense.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                11.

            	
              Servicing.

            


    

     

    The
      Seller has represented to the Purchaser that the Mortgage Loans are being
      serviced in accordance with the terms of the Pooling and Servicing Agreement,
      and it is understood and agreed by and between the Seller and the Purchaser
      that
      any interim servicing arrangements with the Seller will be superseded by the
      servicing arrangements set forth in the Pooling and Servicing
      Agreement.

     

    
      	 	
              SECTION
                12.

            	
              Mandatory
                Delivery; Grant of Security
                Interest.

            


    

     

    The
      sale
      and delivery on the Closing Date of the Mortgage Loans in accordance with the
      terms and conditions of this Agreement is mandatory. It is specifically
      understood and agreed that each Mortgage Loan is unique and identifiable on
      the
      Closing Date and that an award of money damages would be insufficient to
      compensate the Purchaser for the losses and damages incurred by the Purchaser
      in
      the event of the Seller’s failure to deliver the Mortgage Loans on or before the
      Closing Date.

     

    The
      Seller hereby grants to the Purchaser a lien on and a continuing security
      interest in the Seller’s interest in each Mortgage Loan, and each document and
      instrument evidencing each such Mortgage Loan to secure the performance by
      the
      Seller of its obligation hereunder, and the Seller agrees that it holds such
      Mortgage Loans in custody for the Purchaser, subject to (i) the Purchaser’s
      right, prior to the Closing Date, to reject any Mortgage Loan to the extent
      permitted by this Agreement and (ii) the Purchaser’s obligation to deliver or
      cause to be delivered the consideration for the Mortgage Loans pursuant to
      Section 8 hereof. Any Mortgage Loan rejected by the Purchaser shall concurrently
      therewith be automatically released from the security interest created hereby.
      The Seller agrees that, upon acceptance of the Mortgage Loans by the Purchaser
      or its designee and delivery of payment to the Seller, that any security
      interest held by the Seller in such Mortgage Loans shall be released.


     

    All
      rights and remedies of the Purchaser under this Agreement are distinct from,
      and
      cumulative with, any other rights or remedies under this Agreement or afforded
      by law or equity and all such rights and remedies may be exercised concurrently,
      independently or successively. Notwithstanding the foregoing, if on the Closing
      Date, each of the conditions set forth in Section 8 hereof shall have been
      satisfied and the Purchaser shall not have paid or caused to be paid the
      Purchase Price, or shall not have delivered or caused to be delivered the Long
      Beach Certificates to the Seller or, upon the direction of the Seller, to Long
      Beach Asset Holdings Corp., or any such condition shall not have been waived
      or
      satisfied and the Purchaser determines not to pay or cause to be paid the
      Purchase Price or not to deliver or cause to be delivered the Long Beach
      Certificates to the Seller or Long Beach Asset Holdings Corp., the Purchaser
      shall immediately effect the re-delivery of the Mortgage Loans, if delivery
      to
      the Purchaser has occurred and any security interest created by this Section
      12
      shall be deemed to have been released.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                13.

            	
              Notices.

            


    

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by telex or telegraph and
      confirmed by a similar mailed writing, if to the Purchaser, addressed to the
      Purchaser at 1201 Third Ave., WMT1706, Seattle, Washington 98101, Attn: LBSC
      Legal Counsel, or such other address as may hereafter be furnished to the Seller
      in writing by the Purchaser; if to the Seller, addressed to the Seller at 1201
      Third Ave., WMT1706, Seattle, Washington 98101, Attn: LBMC Legal Counsel, or
      to
      such other address as the Seller may designate in writing to the
      Purchaser.

     

    
      	 	
              SECTION
                14.

            	
              Severability
                of Provisions.

            


    

     

    Any
      part,
      provision, representation or warranty of this Agreement which is prohibited
      or
      unenforceable or is held to be void or unenforceable in any jurisdiction shall,
      as to such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof. To the
      extent permitted by applicable law, the parties hereto waive any provision
      of
      law which prohibits or renders void or unenforceable any provision
      hereof.

     

    
      	 	
              SECTION
                15.

            	
              Agreement
                of Parties.

            


    

     

    The
      Seller and the Purchaser each agree to execute and deliver such instruments
      (including UCC financing statements and continuation statements) and take such
      actions as either of the others may, from time to time, reasonably request
      in
      order to effectuate the purpose and to carry out the terms of this Agreement
      and
      the Pooling and Servicing Agreement.

     

    
      	 	
              SECTION
                16.

            	
              Survival.

            


    

     

    The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser and its successors and
      assigns, notwithstanding any investigation heretofore or hereafter made by
      the
      Purchaser or on its behalf, and that the representations, warranties and
      agreements made by the Seller herein or in any such certificate or other
      instrument shall survive the delivery of and payment for the Mortgage Loans
      and
      shall continue in full force and effect, notwithstanding any restrictive or
      qualified endorsement on the Mortgage Notes and notwithstanding subsequent
      termination of this Agreement, the Pooling and Servicing Agreement or the Trust
      Fund.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                17.

            	
              Indemnification,
                Representative. 

            


    

     

    (a) The
      Seller indemnifies and holds harmless the Purchaser, the Purchaser’s officers
      and directors and each person, if any, who controls the Purchaser within the
      meaning of Section 15 of the Securities Act of 1933, as amended (the “1933
      Act”) or Section 20 of the Exchange Act of 1934, as amended, (the “Exchange
      Act”), as follows:

     

    (i) against
      any and all losses, claims, expenses, damages or liabilities, joint or several,
      to which the Purchaser or such controlling person may become subject under
      the
      1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof), including, but not limited to, any loss, claim,
      expense, damage or liability related to purchases and sales of the Class A
      Certificates, the Mezzanine Certificates and the Class B Certificates arise
      out
      of or are based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Preliminary Prospectus Supplement or the
      Prospectus Supplement, as amended or supplemented, in the case of purchases
      and
      sales of the Class A Certificates and the Mezzanine Certificates, or the Private
      Placement Memorandum relating to the Class B Certificates dated May 4, 2006,
      as
      amended or supplemented (the “Private Placement Memorandum”), in the case of
      purchases and sales of the Class B Certificates, or any amendment or supplement
      thereto, or arise out of, or are based upon, the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements made therein not misleading; and will reimburse, as incurred,
      the
      Purchaser and each such controlling person for any legal or other expenses
      reasonably incurred by the Purchaser or such controlling person in connection
      with investigating, defending against or appearing as a third party witness
      in
      connection with any such loss, claim, damage, liability or action as such
      expenses are incurred; provided, however, that the Seller will be liable in
      any
      such case only to the extent that any such loss, claim, damage or liability
      arises out of or is based upon an untrue statement or omission, or alleged
      untrue statement or omission, made therein in reliance upon and in conformity
      with written information furnished to the Purchaser by the Seller specifically
      for use in the preparation thereof (the “Seller’s Information”);

     

    (ii) against
      any and all loss, liability, claim, damage and expense whatsoever, to the extent
      of the aggregate amount paid in settlement of any litigation, or investigation
      or proceeding by any governmental agency or body, commenced or threatened,
      or of
      any claim whatsoever based upon any such untrue statement or omission, or any
      such alleged untrue statement or omission, if such settlement is effected with
      the written consent of the Seller; and

     

    (iii) against
      any and all expense whatsoever (including the fees and disbursements of counsel
      chosen by the Purchaser, subject to Section 17(c) below), reasonably
      incurred in investigating, preparing or defending against any litigation, or
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, or any claim whatsoever based upon any such untrue statement or
      omission, or any such alleged untrue statement or omission, to the extent that
      any such expense is not paid under clause (i) or clause (ii)
      above.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    This
      indemnity agreement will be in addition to any liability which the Seller may
      otherwise have.

     

    (b) The
      Purchaser agrees to indemnify and hold harmless the Seller, each of its
      directors, each of its officers and each person, if any, who controls the Seller
      within the meaning of Section 15 of the 1933 Act or Section 20 of the
      Exchange Act, against any and all losses, claims, expenses, damages or
      liabilities to which the Seller or any such director, officer or controlling
      person may become subject, under the 1933 Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon any untrue statement or alleged untrue statement of any
      material fact contained in the Preliminary Prospectus Supplement or the
      Prospectus Supplement, as amended or supplemented, in the case of purchases
      and
      sales of the Class A Certificates and the Mezzanine Certificates, or the Private
      Placement Memorandum, in the case of purchases and sales of the Class B
      Certificates, other than in the Seller’s Information, or arise out of, or are
      based upon, the omission or the alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements made
      therein not misleading, and will reimburse any legal or other expenses
      reasonably incurred by the Seller or any such director, officer or controlling
      person in connection with investigating or defending any such loss, claim,
      damage, liability or action. This indemnity agreement will be in addition to
      any
      liability which the Purchaser may otherwise have.

     

    (c) Promptly
      after receipt by an indemnified party under this Section 17 of notice of
      the commencement of any action described therein, such indemnified party will,
      if a claim in respect thereof is to be made against the indemnifying party
      under
      this Section 17, notify the indemnifying party of the commencement thereof;
      but the omission so to notify the indemnifying party will not relieve the
      indemnifying party from any liability that it may have to any indemnified party
      under this Section 17 unless the indemnifying party is materially
      prejudiced by such omission to notify and in any event the failure to notify
      the
      indemnifying party shall not relieve it from any liability which it may have
      to
      the indemnified party otherwise than under this Agreement. In case any such
      action is brought against any indemnified party, and it notifies the
      indemnifying party of the commencement thereof, the indemnifying party will
      be
      entitled to participate therein, and, to the extent that it may wish to do
      so,
      jointly with any other indemnifying party similarly notified, to assume the
      defense thereof, with counsel satisfactory to such indemnified party (who shall
      not, except with the consent of the indemnified party (such consent not to
      be
      unreasonably withheld, conditioned or delayed), be counsel to the indemnifying
      party), and, after notice from the indemnifying party to such indemnified party
      under this Section 17, such indemnifying party shall not be liable for any
      legal or other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof other than reasonable costs of investigation
      and preparation for a defense.

     

    Any
      indemnified party shall have the right to employ separate counsel in any such
      action and to participate in the defense thereof, but the fees and expenses
      of
      such counsel shall be at the expense of such indemnified party unless:
      (i) the employment thereof has been specifically authorized by the
      indemnifying party in writing (ii) such indemnified party shall have been
      advised by such counsel that there may be one or more legal defenses available
      to it which are different from or additional to those available to the
      indemnifying party and in the reasonable judgment of such counsel it is
      advisable for such indemnified party to employ separate counsel; (iii) a
      conflict or potential conflict exists (based on advice of counsel to the
      indemnified party) between the indemnified party and the indemnifying party
      (in
      which case the indemnifying party will not have the right to direct the defense
      of such action on behalf of the indemnified party) or (iv) the indemnifying
      party has failed to assume the defense of such action and employ counsel
      reasonably satisfactory to the indemnified party, in which case, if such
      indemnified party notifies the indemnifying party in writing that it elects
      to
      employ separate counsel at the expense of the indemnifying party, the
      indemnifying party shall not have the right to assume the defense of such action
      on behalf of such indemnified party, it being understood, however, the
      indemnifying party shall not, in connection with any one such action or separate
      but substantially similar or related actions in the same jurisdiction arising
      out of the same general allegations or circumstances, be liable for the
      reasonable fees and expenses of more than one separate firm of attorneys (in
      addition to local counsel) at any time for all such indemnified parties, which
      firm shall be designated in writing (i) by the Seller if the indemnified
      parties under this Section 17 consist of the Seller or any of its officers,
      directors or controlling persons, or (ii) the Purchaser, if the indemnified
      party under this Section 17 consist of the Purchaser or any of the
      Purchaser’s directors, officers or controlling persons.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    Each
      indemnified party, as a condition of the indemnity agreements contained in
      Section 17(a) and Section 17(b), shall use its reasonable efforts to
      cooperate with the indemnifying party in the defense of any such action or
      claim. No indemnifying party shall be liable for any settlement of any such
      action effected without its written consent (which consent shall not be
      unreasonably withheld, conditioned or delayed), but if settled with its written
      consent or if there be a final judgment for the plaintiff in any such action,
      the indemnifying party agrees to indemnify and hold harmless any indemnified
      party from and against any loss or liability (to the extent set forth in
      Section 17(a) or Section 17(b) as applicable) by reason of such
      settlement or judgment. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any pending or
      threatened action in respect of which any indemnified party is or could have
      been a party and indemnity could have been sought hereunder by such indemnified
      party unless such settlement (i) includes an unconditional release of such
      indemnified party from all liability on any claims that are the subject of
      such
      action and (ii) does not include a statement as to, or an admission of,
      fault, culpability or failure to act by or on behalf of an indemnified
      party.

     

    Notwithstanding
      the foregoing paragraph, if at any time an indemnified party shall have
      requested an indemnifying party to reimburse the indemnified party for fees
      and
      expenses of counsel, the indemnifying party agrees that it shall be liable
      for
      any settlement of any proceeding effected without its written consent if
      (i) such settlement is entered into more than 30 days after receipt by such
      indemnifying party of the aforesaid request and (ii) such indemnifying
      party shall not have reimbursed the indemnified party in accordance with such
      request prior to the date of such settlement.

     

    (d) If
      the
      indemnification provided for in Section 17(a) or 17(b) is unavailable
      or insufficient to hold harmless an indemnified party under subsection (a)
      or (b) above, then each indemnifying party shall contribute to the amount
      paid or payable by such indemnified party as a result of the losses, claims,
      damages or liabilities referred to in subsection (a) or (b) above
      (i) in such proportion as is appropriate to reflect the relative benefits
      received by the Purchaser on the one hand and the Seller on the other from the
      offering of the Class A Certificates, the Mezzanine Certificates and the Class
      B
      Certificates or (ii) if the allocation provided by clause (i) above is
      not permitted by applicable law, in such proportion as is appropriate to reflect
      not only the relative benefits referred to in clause (i) above but also the
      relative fault of the Purchaser on the one hand and the Seller on the other
      in
      connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities as well as any other relevant equitable
      considerations. If the indemnification provided for in Section 17(b) is
      unavailable or insufficient to hold harmless the indemnified party under
      Section 17(b), then each indemnifying party shall contribute to the amount
      paid or payable by such indemnified party as a result of the losses, claims,
      damages or liabilities referred to in Section 17(b) in such proportion as
      appropriate to reflect the relative fault of the Purchaser on one hand and
      the
      Seller on the other in connection with the statements or omissions which
      resulted in such losses, claims, damages or liabilities as well as any other
      relevant equitable considerations. The relative benefits received by the
      Purchaser on the one hand and the Seller on the other shall be deemed to be
      in
      the same proportion as the total net proceeds from the offering (before
      deducting expenses) received by the Purchaser bear to the total underwriting
      discounts and commissions received by the Underwriters (as defined in the
      Prospectus Supplement, as amended or supplemented) and the total placement
      fees
      received by the Initial Purchasers (as defined in the Private Placement
      Memorandum). The relative fault shall be determined by reference to, among
      other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      supplied by the Purchaser or by the Seller and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      untrue statement or omission. The amount paid by an indemnified party as a
      result of the losses, claims, damages or liabilities referred to above in the
      first sentence of this subsection (d) shall be deemed to include any legal
      or other expenses reasonably incurred by such indemnified party in connection
      with investigating or defending any action or claim which is the subject of
      this
      subsection (d). No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the 1933 Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                18.

            	
              [Reserved].

            


    

     

    


     

    
      	 	
              SECTION
                19.

            	
              Governing
                Law.

            


    

     

    THIS
      AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
      PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF
      LAW
      PRINCIPLES. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
      OF
      THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                20.

            	
              Miscellaneous.

            


    

     

    This
      Agreement may be executed in two or more counterparts, each of which when so
      executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Seller to the Purchaser as provided in Section 4 hereof be, and be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then, (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account whether in the form of cash, instruments, securities
      or other property; (3) the possession by the Purchaser or its agent of the
      Mortgage Notes, the related Mortgages and such other items of property that
      constitute instruments, money, negotiable documents or chattel paper shall
      be
      deemed to be “possession by the secured party” for purposes of perfecting the
      security interest pursuant to Section 9-305 of the New York Uniform Commercial
      Code; and (4) notifications to persons holding such property, and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the
      Purchaser for the purpose of perfecting such security interest under applicable
      law. Any assignment of the interest of the Purchaser pursuant to Section 4(d)
      hereof shall also be deemed to be an assignment of any security interest created
      hereby. The Seller and the Purchaser shall, to the extent consistent with this
      Agreement, take such actions as may be necessary to ensure that, if this
      Agreement were deemed to create a security interest in the Mortgage Loans,
      such
      security interest would be deemed to be a perfected security interest of first
      priority under applicable law and will be maintained as such throughout the
      term
      of this Agreement and the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    
      	 	
              SECTION
                21.

            	
              Third
                Party Beneficiary.

            


    

     

    Each
      of
      the Trustee and the NIMS Insurer, if any, shall be a third-party beneficiary
      hereof (except with respect to Section 17) and shall be entitled to enforce
      the provisions hereof as if a party hereto, except the provisions of
      Section 17 hereof. The Underwriters and the Initial Purchasers shall be
      third-party beneficiaries hereof solely with respect to Section 17 and shall
      be
      entitled to enforce the provisions of Section 17 as if it were a party
      hereto.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    


    



    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    


    LONG
      BEACH SECURITIES CORP.

    


    


    By:
      ___________________________________

    Name:
      _________________________________

    Title:
       Authorized
      Officer

    


    


    LONG
      BEACH MORTGAGE COMPANY

    


    


    By:
      ___________________________________

    Name: James
      Mark

    Title: First
      Vice President

    


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      A TO MORTGAGE LOAN PURCHASE AGREEMENT

    


    STANDARD
      & POOR’S LEVELS®
      GLOSSARY in effect on the CLOSING DATE

    


    As
      of May
      9, 2006 

    


    APPENDIX
      E TO GLOSSARY FOR FILE FORMAT FOR LEVELS® VERSION 5.6c: Standard & Poor’s
      Anti-Predatory Lending Categorization

    


    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry. 

    


    
      	
              Standard
                & Poor’s High Cost Loan Categorization

            
	 	 	 
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending 

              Law/Effective
                Date

            	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law

            
	
               

              Arkansas

            	
               

              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

               

              Effective
                July 16, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              Cleveland
                Heights, OH

            	
               

              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

               

              Effective
                June 2, 2003 

            	
               

              Covered
                Loan

            
	
               

              Colorado

            	
               

              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

               

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
               

              Covered
                Loan

            
	
               

              Connecticut

            	
               

              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                et seq.

               

              Effective
                October 1, 2001

            	
               

              High
                Cost Home Loan

            
	
               

              District
                of Columbia

            	
               

              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

               

              Effective
                for loans closed on or after January 28, 2003

            	
               

              Covered
                Loan

            
	
               

              Florida

            	
               

              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

               

              Effective
                October 2, 2002

            	
               

              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    Standard
      & Poor’s High Cost Loan Categorization

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending 

              Law/Effective
                Date

            	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law

            


    

    
      	
               

              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

               

              Effective
                October 1, 2002 - March 6, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              Georgia
                as amended (Mar. 7, 2003 - current)

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

               

              Effective
                for loans closed on or after March 7, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              HOEPA
                Section 32

            	
               

              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

               

              Effective
                October 1, 1995, amendments October 1, 2002

            	
               

              High
                Cost Loan

            
	
               

              Illinois

            	
               

              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

               

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
               

              High
                Risk Home Loan 

            
	
               

              Kansas

            	
               

              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

               

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999 

            	
               

              High
                Loan to Value Consumer Loan (id.§
                16a-3-207) and;

            
	
               

              High
                APR Consumer Loan (id.§
                16a-3-308a)

            
	
               

              Kentucky

            	
               

              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                et seq.

               

              Effective
                June 24, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              Maine

            	
               

              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

               

              Effective
                September 29, 1995 and as amended from time to time

            	
               

              High
                Rate High Fee Mortgage

            
	
               

              Massachusetts

            	
               

              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                and 209 C.M.R. §§ 40.01 et seq.

               

              Effective
                March 22, 2001 and amended from time to time

            	
               

              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      Standard
        & Poor’s High Cost Loan Categorization

       

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending 

                Law/Effective
                  Date

              	
                Category
                  under Applicable 

                Anti-Predatory
                  Lending Law

              


      

    

    
      	
               

              Nevada

            	
               

              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

               

              Effective
                October 1, 2003

            	
               

              Home
                Loan

            
	
               

              New
                Jersey

            	
               

              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

               

              Effective
                for loans closed on or after November 27, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              New
                Mexico

            	
               

              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

               

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
               

              High
                Cost Home Loan

            
	
               

              New
                York

            	
               

              N.Y.
                Banking Law Article 6-l

               

              Effective
                for applications made on or after April 1, 2003

            	
               

              High
                Cost Home Loan

            
	
               

              North
                Carolina

            	
               

              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

               

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
               

              High
                Cost Home Loan

            
	
               

              Ohio

            	
               

              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 et seq.

               

              Effective
                May 24, 2002

            	
               

              Covered
                Loan

            
	
               

              Oklahoma

            	
               

              Consumer
                Credit Code (codified in various sections of Title 14A)

               

              Effective
                July 1, 2000 amended effective January 1, 2004

            	
               

              Subsection
                10 Mortgage

            
	
               

              South
                Carolina

            	
               

              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

               

              Effective
                for loans taken on or after January 1, 2004

            	
               

              High
                Cost Home Loan

            
	
               

              West
                Virginia 

            	
               

              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 et seq.

               

              Effective
                June 5, 2002

            	
               

              West
                Virginia Mortgage Loan Act Loan

            


    

     

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    Standard
      & Poor’s Covered Loan Categorization

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending 

              Law/Effective
                Date

            	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law

            
	
               

              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

               

              Effective
                October 1, 2002 - March 6, 2003

            	
               

              Covered
                Loan

            
	
               

              New
                Jersey

            	
               

              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

               

              Effective
                November 27, 2003 - July 5, 2004

            	
               

              Covered
                Home Loan

            


    

     

    


    
      	
              Standard
                & Poor’s Home Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending 

              Law/Effective
                Date

            	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law

            
	
               

              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

               

              Effective
                October 1, 2002 - March 6, 2003

            	
               

              Home
                Loan

            
	
               

              New
                Jersey

            	
               

              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

               

              Effective
                for loans closed on or after November 27, 2003

            	
               

              Home
                Loan

            
	
               

              New
                Mexico

            	
               

              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

               

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
               

              Home
                Loan

            
	
               

              North
                Carolina

            	
               

              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

               

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
               

              Consumer
                Home Loan

            
	
               

              South
                Carolina

            	
               

              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

               

              Effective
                for loans taken on or after January 1, 2004

            	
               

              Consumer
                Home Loan

            


    

    


    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    Trust
      Swap Agreement

    


    


    
      	
              Provider

               

            	
              Transaction
                Reference

               

            
	
              ABN
                AMRO Bank N.V.

               

            	
              2389503