FINANCIAL
                  GUARANTY

                INSURANCE
                  POLICY

              


      

      
         

      

      
        	
                OBLIGOR:.
                  Long Beach Acceptance Auto Receivables Trust 2007-A

              	
                Policy
                  No.: 51820-N 

              


      

      
        	OBLIGATIONS: 	
                $100,000,000
                  5.335% Asset Backed Notes, Class A-1 

                $145,000,000
                  5.150% Asset Backed Notes, Class A-2

                $98,000,000
                  4.972% Asset Backed Notes, Class A-3

                $143,000,000
                  5.025% Asset Backed Notes, Class A-4 

              	
                Date
                  of Issuance: 03/22/07

              


      

      


      FINANCIAL
        SECURITY ASSURANCE INC. ("Financial Security"), for consideration received,
        hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to each Holder, subject
        only
        to the terms of this Policy (which includes each endorsement hereto), the
        full
        and complete payment by the Obligor of Scheduled Payments of principal of,
        and
        interest on, the Obligations.

       

      For
        the
        further protection of each Holder, Financial Security irrevocably and
        unconditionally guarantees:

       

      (a) payment
        of the amount of any distribution of principal of, or interest on, the
        Obligations made during the Term of this Policy to such Holder that is
        subsequently avoided in whole or in part as a preference payment under
        applicable law (such payment to be made by Financial Security in accordance
        with
        Endorsement No. 1 hereto).

       

      (b) payment
        of any amount required to be paid under this Policy by Financial Security
        following Financial Security's receipt of notice as described in Endorsement
        No.
        1 hereto.

       

      Financial
        Security shall be subrogated to the rights of each Holder to receive payments
        under the Obligations to the extent of any payment by Financial Security
        hereunder.

       

      Except
        to
        the extent expressly modified by an endorsement hereto, the following terms
        shall have the meanings specified for all purposes of this Policy. "Holder"
        means the registered owner of any Obligation as indicated on the registration
        books maintained by or on behalf of the Obligor for such purpose or, if the
        Obligation is in bearer form, the holder of the Obligation. "Scheduled Payments"
        means payments which are scheduled to be made during the Term of this Policy
        in
        accordance with the original terms of the Obligations when issued and without
        regard to any amendment or modification of such Obligations thereafter; payments
        which become due on an accelerated basis as a result of (a) a default by
        the
        Obligor, (b) an election by the Obligor to pay principal on an accelerated
        basis
        or (c) any other cause, shall not constitute "Scheduled Payments" unless
        Financial Security shall elect, in its sole discretion, to pay such principal
        due upon such acceleration together with any accrued interest to the date
        of
        acceleration. "Term of this Policy" shall have the meaning set forth in
        Endorsement No. 1 hereto.

       

      This
        Policy sets forth in full the undertaking of Financial Security, and shall
        not
        be modified, altered or affected by any other agreement or instrument, including
        any modification or amendment thereto, or by the merger, consolidation or
        dissolution of the Obligor. Except to the extent expressly modified by an
        endorsement hereto, the premiums paid in respect of this Policy are
        nonrefundable for any reason whatsoever, including payment, or provision
        being
        made for payment, of the Obligations prior to maturity. This Policy may not
        be
        cancelled or revoked during the Term of this Policy. THIS POLICY IS NOT COVERED
        BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76
        OF THE
        NEW YORK INSURANCE LAW.

       

      In
        witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this Policy
        to be
        executed on its behalf by its Authorized Officer.

       

      FINANCIAL
        SECURITY ASSURANCE INC.

       

      By 
        /s/ M. Douglas Watson Jr.  

            
        Authorized Officer

       

      A
        subsidiary of Financial Security Assurance Holdings Ltd.

      
        	
                31
                  West 52nd
                  Street, New York, NY 10019

              	
                (212)
                  826-0100

              


      

      Form
        100NY (5/89)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    ENDORSEMENT
      NO. 1

    TO
      FINANCIAL GUARANTY INSURANCE POLICY

     

    
      	
              FINANCIAL
                SECURITY

            	
              31
                West 52nd Street

            
	
              ASSURANCE
                INC.

            	
              New
                York, New York 10019

            


    

     

    OBLIGOR:
      LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2007-A

    


    
      	
              OBLIGATIONS:

            	 	
              $100,000,000
                5.335% Asset Backed Notes, Class A-1 

            
	 	 	
              $145,000,000
                5.150% Asset Backed Notes, Class A-2

            
	 	 	
              $98,000,000
                4.972% Asset Backed Notes, Class A-3

            
	 	 	
              $143,000,000
                5.025% Asset Backed Notes, Class A-4 

            
	 	 	 
	
              Policy
                No.:

            	 	
              51820-N

            
	 	 	 
	
              Date
                of Issuance:

            	 	
              March
                22, 2007

            


    

    


    1. Definitions.
      For all
      purposes of this Policy, the terms specified below shall have the meanings
      or
      constructions provided below. Capitalized terms used herein and not otherwise
      defined herein shall have the meanings provided in the Indenture unless the
      context shall otherwise require.

     

    “Business
      Day”
means
      any day other than (i) a Saturday or Sunday or (ii) a day on which banking
      institutions in the City of New York, the State of New Jersey, the State of
      Delaware, the State of Minnesota, the city in which the Corporate Trust Office
      of the Trust Collateral Agent or the Owner Trustee is relocated subject to
      prior
      written notice with respect to such address to the Class A Noteholders, the
      Servicer and the Note Insurer or any other location of any successor Servicer,
      successor Owner Trustee, successor Indenture Trustee or successor Trust
      Collateral Agent are authorized or obligated by law or executive order to be
      closed.

     

    “Class
      A Interest Payment Amount”
shall
      have the meaning set forth in the Sale and Servicing Agreement.

     

    “Class
      A Noteholder”
shall
      have the meaning set forth in the Indenture; provided,
      however,
      that
      Class A Noteholder shall not include the Obligor or any affiliates or successors
      thereof in the event the Obligor, or any such affiliate or successor, is a
      registered or beneficial owner of a Class A Note.

     

    “Class
      A-1 Interest Carryover Shortfall”
shall
      have the meaning set forth in the Sale and Servicing Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

      


       

      “Class
        A-2 Interest Carryover Shortfall”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Class
        A-3 Interest Carryover Shortfall”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Class
        A-4 Interest Carryover Shortfall”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Final
        Scheduled Payment Date”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Financial
        Security”
means
        Financial Security Assurance Inc., a New York stock insurance
        company.

       

      “Indenture”
means
        the Indenture, dated as of March 1, 2007, between Long Beach Acceptance Auto
        Receivables Trust 2007-A, as Issuer and Wells Fargo Bank, National Association,
        as Indenture Trustee, as amended from time to time in accordance with its
        terms.

       

      “Indenture
        Trustee”
means
        Wells Fargo Bank, National Association, a banking association organized under
        the laws of the United States, in its capacity as Indenture Trustee under
        the
        Indenture and any successor in such capacity.

       

      “Noteholders’
        Remaining Parity Deficit Amount”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Policy”
means
        this Financial Guaranty Insurance Policy and includes each endorsement
        thereto.

       

      “Principal
        Payment Amount”
shall
        have the meaning set forth in the Sale and Servicing Agreement.

       

      “Receipt”
and
        “Received”
mean
        actual delivery to Financial Security and to the Fiscal Agent (as defined
        below), if any, prior to 12:00 noon, New York City time, on a Business Day;
        delivery either on a day that is not a Business Day, or after 12:00 noon,
        New
        York City time, shall be deemed to be “Receipt” on the next succeeding Business
        Day. If any notice or certificate given hereunder by the Trustee is not in
        proper form or is not properly completed, executed or delivered, it shall
        be
        deemed not to have been Received, and Financial Security or its Fiscal Agent
        shall promptly so advise the Trust Collateral Agent and the Trust Collateral
        Agent may submit an amended notice.

       

      “Sale
        and Servicing Agreement”
means
        the Sale and Servicing Agreement, dated as of March 1, 2007, among the Obligor,
        as Issuer, Long Beach Acceptance Receivables Corp., as Transferor, Long Beach
        Acceptance Corp., as Originator, Servicer and Custodian and Wells Fargo Bank,
        National Association, as Back-up Servicer and Trust Collateral Agent, as
        amended
        from time to time in accordance with its terms.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

       

      “Scheduled
        Payments”
means,
        (i) with respect to each Payment Date, the distribution to be made to Class
        A
        Noteholders in an aggregate amount equal to the Class A Interest Payment
        Amount
        and the Noteholders’ Remaining Parity Deficit Amount, each as due and payable on
        such Payment Date, and (ii) with respect to the Final Scheduled Payment Date
        for
        any Class of Notes, the Principal Payment Amount of such Class on such Final
        Scheduled Payment Date, after taking into account reductions on such Final
        Scheduled Payment Date of such Principal Payment Amount from all sources
        other
        than this Policy, in each case in accordance with the original terms of the
        Class A Notes when issued and without regard to any amendment or modification
        of
        the Class A Notes, the Indenture, or the Sale and Servicing Agreement except
        amendments or modifications to which Financial Security has given its prior
        written consent; provided, however,
        that
        Scheduled Payments shall not include (x) any portion of the Class A Interest
        Payment Amount due to Class A Noteholders because the appropriate notice
        and
        certificate for payment in proper form was not timely Received by Financial
        Security or (y) any portion of the Class A Interest Payment Amount due to
        Class
        A Noteholders representing interest on any Class A-1 Interest Carryover
        Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover
        Shortfall or Class A-4 Interest Carryover Shortfall unless, in each case,
        Financial Security elects, in its sole discretion, to pay such amount in
        whole
        or in part. Scheduled Payments do not include payments that become due on
        an
        accelerated basis as a result of (a) a default by the Obligor, (b) an election
        by the Obligor to pay principal on an accelerated basis, (c) the occurrence
        of
        an Event of Default under the Indenture or (d) any other cause, unless, in
        each
        case, Financial Security elects, in its sole discretion, to pay in whole
        or in
        part such principal due upon acceleration, together with any accrued interest
        to
        the date of acceleration. Scheduled
        Payments shall not include any amounts due in respect of the Class A Notes
        attributable to any increase in interest rate, any penalty or any similar
        additional sum payable by the Obligor by reason of any default or event of
        default in respect of the Obligations or by reason of any deterioration of
        the
        creditworthiness of the Obligor. Scheduled Payments shall not include, nor
        shall
        coverage be provided under the Policy in respect of, any taxes, withholding
        or
        other charge imposed by any governmental authority due in connection with
        the
        payment of any Scheduled Payment to a Class A Noteholder.

       

      “Term
        Of This Policy”
means
        the period from and including the Date of Issuance to and including the latest
        of the date on which (i) the outstanding principal amount of the Class A
        Notes
        has been reduced to zero and all distributions of Class A Interest Payment
        Amount have been paid on the Class A Notes, (ii) any period during which
        any
        payment on the Class A Notes could have been avoided in whole or in part
        as a
        preference payment under applicable bankruptcy, insolvency, receivership
        or
        similar law has expired, and (iii) if any proceedings requisite to avoidance
        as
        a preference payment have been commenced prior to the occurrence of (i) and
        (ii), a final and nonappealable order in resolution of each such proceeding
        has
        been entered.

       

      “Trust
        Collateral Agent”
means
        Wells Fargo Bank, National Association, a banking association organized under
        the laws of the United States, in its capacity as Trust Collateral Agent
        under
        the Sale and Servicing Agreement and any successor in such
        capacity.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

      


       

      2. Notices
        and Conditions to Payment in Respect of Scheduled Payments.
        Following Receipt by Financial Security of a notice and certificate from
        the
        Trust Collateral Agent in the form attached as Exhibit A to this Endorsement,
        Financial Security will pay any amount payable hereunder in respect of Scheduled
        Payments on the Obligations out of the funds of Financial Security on the
        later
        to occur of (a) 12:00 noon, New York City time, on the third Business Day
        following such Receipt; and (b) 12:00 noon, New York City time, on the Payment
        Date to which such claim relates. Payments due hereunder in respect of Scheduled
        Payments will be disbursed by wire transfer of immediately available funds
        to
        the Policy Payments Account established pursuant to the Sale and Servicing
        Agreement or, if no such Policy Payments Account has been established, to
        the
        Trust Collateral Agent.

       

      Financial
        Security shall be entitled to pay any amount hereunder in respect of Scheduled
        Payments on the Obligations including any amount due on the Obligations on
        an
        accelerated basis, whether or not any notice and certificate shall have been
        Received by Financial Security as provided above; provided, however,
        that by
        acceptance of this Policy the Trust Collateral Agent agrees to provide to
        Financial Security, upon request by Financial Security to the Trust Collateral
        Agent a notice of claim and certificate in respect of any such payments made
        by
        Financial Security. Financial Security shall be entitled to pay hereunder
        any
        amount due on the Obligations that becomes due on an accelerated basis at
        any
        time or from time to time after such amount becomes due, in whole or in part,
        prior to the scheduled date of payment thereof. Scheduled Payments insured
        hereunder shall not include interest, in respect of principal paid hereunder
        on
        an accelerated basis, accruing from and after the date of such payment of
        principal. Financial Security’s obligations hereunder in respect of Scheduled
        Payments shall be discharged to the extent funds are disbursed by Financial
        Security as provided herein whether or not such funds are properly applied
        by
        the Trust Collateral Agent.

       

      3. Notices
        and Conditions to Payment in Respect of Scheduled Payments Avoided as Preference
        Payments.
        If any
        Scheduled Payment is avoided as a preference payment under applicable
        bankruptcy, insolvency, receivership or similar law, Financial Security will
        pay
        such amount out of the funds of Financial Security on the later of (a) the
        date
        when due to be paid pursuant to the Order (as defined below) or (b) the first
        to
        occur of (i) the fourth Business Day following Receipt by Financial Security
        from the Trust Collateral Agent of (A) a certified copy of the order (the
        “Order”) of the court or other governmental body which exercised jurisdiction to
        the effect that the Class A Noteholder is required to return the amount of
        any
        Scheduled Payment distributed with respect to the Obligations during the
        Term Of
        This Policy because such distributions were avoidable as preference payments
        under applicable bankruptcy law, (B) a certificate of the Class A Noteholder
        that the Order has been entered and is not subject to any stay and (C) an
        assignment duly executed and delivered by the Class A Noteholder, in such
        form
        as is reasonably required by Financial Security and provided to the Class
        A
        Noteholder by Financial Security, irrevocably assigning to Financial Security
        all rights and claims of the Class A Noteholder relating to or arising under
        the
        Obligations against the debtor which made such preference payment or otherwise
        with respect to such preference payment or (ii) the date of Receipt by Financial
        Security from the Trust Collateral Agent of the items referred to in clauses
        (A), (B) and (C) above if, at least four Business Days prior to such date
        of
        Receipt, Financial Security shall have Received written notice from the Trust
        Collateral Agent that such items were to be delivered on such date and such
        date
        was specified in such notice. Such payment shall be disbursed to the receiver,
        conservator, debtor-in-possession or trustee in bankruptcy named in the Order
        and not to the Trust Collateral Agent or any Class A Noteholder directly
        (unless
        a Class A Noteholder has previously paid such amount to the receiver,
        conservator, debtor-in-possession or trustee in bankruptcy named in the Order,
        in which case such payment shall be disbursed to the Trust Collateral Agent
        for
        distribution to such Class A Noteholder upon proof of such payment reasonably
        satisfactory to Financial Security). In connection with the foregoing, Financial
        Security shall have the rights provided pursuant to Section 6.3 of the Sale
        and
        Servicing Agreement.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

      


       

      4.
        Governing
        Law.
        This
        Policy shall be governed by and construed in accordance with the laws of
        the
        State of New York, without giving effect to the conflict of laws principles
        thereof.

       

      5.
        Fiscal
        Agent.
        At any
        time during the Term Of This Policy, Financial Security may appoint a fiscal
        agent (the “Fiscal Agent”) for purposes of this Policy by written notice to the
        Trust Collateral Agent at the notice address specified in the Sale and Servicing
        Agreement specifying the name and notice address of the Fiscal Agent. From
        and
        after the date of receipt of such notice by the Trust Collateral Agent, (i)
        copies of all notices and documents required to be delivered to Financial
        Security pursuant to this Policy shall be simultaneously delivered to the
        Fiscal
        Agent and to Financial Security and shall not be deemed Received until Received
        by both and (ii) all payments required to be made by Financial Security under
        this Policy may be made directly by Financial Security or by the Fiscal Agent
        on
        behalf of Financial Security. The Fiscal Agent is the agent of Financial
        Security only and the Fiscal Agent shall in no event be liable to any Class
        A
        Noteholder for any acts of the Fiscal Agent or any failure of Financial Security
        to deposit, or cause to be deposited, sufficient funds to make payments due
        under this Policy.

       

      6.
        Waiver
        of Defenses.
        To the
        fullest extent permitted by applicable law, Financial Security agrees not
        to
        assert, and hereby waives, for the benefit of each Class A Noteholder, all
        rights (whether by counterclaim, setoff or otherwise) and defenses (including,
        without limitation, the defense of fraud), whether acquired by subrogation,
        assignment or otherwise, to the extent that such rights and defenses may
        be
        available to Financial Security to avoid payment of its obligations under
        this
        Policy in accordance with the express provisions of this Policy. Nothing
        in this
        paragraph shall be construed to limit or otherwise impair Financial Security’s
        right to pursue recovery or claims (based on contractual rights, securities
        law
        violations, fraud or other causes of action) against any person or entity,
        or,
        except as provided in paragraph 3 of this Endorsement, to require payment
        by
        Financial Security of any amounts that have been previously paid or that
        are not
        otherwise due in accordance with the express provisions of this Policy or
        the
        Obligations. Nothing in this Policy shall be construed to require payment
        to the
        extent any force majeure event or governmental act prevents Financial Security
        from performing its obligations under this Policy or such performance is
        otherwise rendered impossible, in which event Financial Security agrees to
        (i)
        use commercially reasonable efforts to perform its obligations under this
        Policy
        notwithstanding such force majeure event, governmental act or impossibility
        of
        performance and (ii) perform its obligations under this Policy promptly
        following cessation of such force majeure event, governmental act or
        impossibility of performance.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

       

      7.
        Notices.
        All
        notices to be given hereunder shall be in writing (except as otherwise
        specifically provided herein) and shall be mailed by registered mail or
        personally delivered or telecopied to Financial Security as
        follows:

       

      Financial
        Security Assurance Inc.

      31
        West
        52nd Street

      New
        York,
        NY 10019

      
        	 	
                Attention:

              	
                Senior
                  Vice President - Transaction Oversight


              


      

      Re: Long
        Beach Acceptance Auto Receivables Trust 2007-A

      Policy
        No. 51820-N

      Telecopy
        No.: (212) 339-3518

      
        	 	
                Confirmation:

              	
                (212)
                  826-0100

              


      

      


      Financial
        Security may specify a different address or addresses by writing mailed or
        delivered to the Trust Collateral Agent.

       

      8.
         Priorities.
        In the
        event any term or provision of the face of this Policy is inconsistent with
        the
        provisions of this Endorsement, the provisions of this Endorsement shall
        take
        precedence and shall be binding.

       

      9. Exclusions
        From Insurance Guaranty Funds.
        This
        Policy is not covered by the Property/Casualty Insurance Security Fund specified
        in Article 76 of the New York Insurance Law. This Policy is not covered by
        the
        Florida Insurance Guaranty Association created under Part II of Chapter 631
        of
        the Florida Insurance Code. In the event Financial Security were to become
        insolvent, any claims arising under this Policy are excluded from coverage
        by
        the California Insurance Guaranty Association, established pursuant to Article
        14.2 of Chapter 1 of Part 2 of Division 1 of the California Insurance
        Code.

       

      10. Surrender
        of Policy.
        The
        Trust Collateral Agent shall surrender this Policy to Financial Security
        for
        cancellation upon expiration of the Term Of This Policy.

       

      IN
        WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this Endorsement
        No. 1 to be executed by its Authorized Officer.

       

      FINANCIAL
        SECURITY ASSURANCE INC.

      


       

      By
/s/
        M. Douglas Watson Jr.           

      Authorized
        Officer

      


      




      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

       

      Exhibit
        A To Endorsement 1

       

      NOTICE
        OF CLAIM AND CERTIFICATE

      (Letterhead
        of Trust Collateral Agent)

       

      Financial
        Security Assurance Inc.

      350
        Park
        Avenue

      New
        York,
        NY 10022

       

      Re: Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      The
        undersigned, a duly authorized officer of Wells Fargo Bank, National Association
        (the “Trust Collateral Agent”), hereby certifies to Financial Security Assurance
        Inc. (“Financial Security”), with reference to Financial Guaranty Insurance
        Policy No. 51820-N dated March 22, 2007 (the “Policy”) issued by Financial
        Security in respect of the Long Beach Acceptance Auto Receivables Trust 2007-A
        $100,000,000 5.335% Asset Backed Notes, Class A-1, $145,000,000 5.150% Asset
        Backed Notes, Class A-2, $98,000,000 4.972% Asset Backed Notes, Class A-3,
        $143,000,000 5.025% Asset Backed Notes, Class A-4 (collectively, the “Class A
        Notes”), that:

       

      (i) The
        Trust
        Collateral Agent is the Trust Collateral Agent under the Sale and Servicing
        Agreement for the Class A Noteholders.

       

      (ii) The
        sum
        of all amounts on deposit (or scheduled to be on deposit) in the Class A
        Note
        Account and available for distribution to the Class A Noteholders pursuant
        to
        the Sale and Servicing Agreement will be $ _________ (the “Shortfall”) less than
        the Scheduled Payments with respect to the Payment Date occurring __________,
        ____.

       

      (iii)
        The
        Trust Collateral Agent is making a claim under the Policy for the Shortfall
        to
        be applied to distributions of Scheduled Payments with respect to the Class
        A
        Notes.

       

      (iv)
        The
        Trust Collateral Agent agrees that, following receipt of funds from Financial
        Security, it shall (a) hold such amounts in trust and apply the same directly
        to
        the payment of Scheduled Payments on the Obligations when due; (b) not apply
        such funds for any other purpose; (c) not commingle such funds with other
        funds
        held by the Trust Collateral Agent and (d) maintain an accurate record of
        such
        payments with respect to each Class A Note and the corresponding claim on
        the
        Policy and proceeds thereof and, if the Class A Note is required to be
        surrendered or presented for such payment, shall stamp on each such Class
        A Note
        the legend “$[insert applicable amount] paid by Financial Security and the
        balance hereof has been canceled and reissued” and then shall deliver such Class
        A Note to Financial Security.

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

       


      (v)
        The
        Trust Collateral Agent, on behalf of the Class A Noteholders, hereby assigns
        to
        Financial Security (a) the rights of the Class A Noteholders with respect
        to the
        Class A Notes to the extent of any payments under the Policy, and (b) any
        claims
        of and amounts due to the Class A Noteholders in respect of securities fraud
        or
        other claims arising out of or relating to the offer and sale of the Class
        A
        Notes. The foregoing assignments are in addition to, and not in limitation
        of,
        rights of subrogation otherwise available to Financial Security in respect
        of
        such payments. Payments to Financial Security in respect of the foregoing
        assignments shall in all cases be subject to and subordinate to the rights
        of
        the Class A Noteholders to receive all Scheduled Payments in respect of the
        Obligations. The Trust Collateral Agent shall take such action and deliver
        such
        instruments as may be reasonably requested or required by Financial Security
        to
        effectuate the purpose or provisions of this clause (v).

       

      (vi)
        The
        Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders,
        hereby appoints Financial Security as agent and attorney-in-fact for the
        Trust
        Collateral Agent and each such Class A Noteholder in any legal proceeding
        with
        respect to the Class A Notes. The Trust Collateral Agent hereby agrees that
        Financial Security may at any time during the continuation of any proceeding
        by
        or against any debtor with respect to which a Preference Claim (as defined
        below) or other claim with respect to the Class A Notes is asserted under
        the
        United States Bankruptcy Code or any other applicable bankruptcy, insolvency,
        receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct
        all matters relating to such Insolvency Proceeding, including without
        limitation, (A) all matters relating to any claim in connection with an
        Insolvency Proceeding seeking the avoidance as a preferential transfer of
        any
        payment made with respect to the Class A Notes (a “Preference Claim”), (B) the
        direction of any appeal of any order relating to any Preference Claim at
        the
        expense of Financial Security but subject to reimbursement as provided in
        the
        Insurance Agreement and (C) the posting of any surety, supersedeas or
        performance bond pending any such appeal. In addition, the Trust Collateral
        Agent hereby agrees that Financial Security shall be subrogated to, and the
        Trust Collateral Agent on its behalf and on behalf of each Class A Noteholder,
        hereby delegates and assigns, to the fullest extent permitted by law, the
        rights
        of the Trust Collateral Agent and each Class A Noteholder in the conduct
        of any
        Insolvency Proceeding, including, without limitation, all rights of any party
        to
        an adversary proceeding or action with respect to any court order issued
        in
        connection with any such Insolvency Proceeding.

       

      (vii)
        Payment should be made by wire transfer directed to [Specify
        Account].

       

      Unless
        the context otherwise requires, capitalized terms used in this Notice of
        Claim
        and Certificate and not defined herein shall have the meanings provided in
        the
        Policy.

       


      
        
          
          

        

        
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                Policy
                  No. 51820-N

              	
                Date
                  of Issuance: March 22, 2007

              


      

       


      IN
        WITNESS WHEREOF, the Trust Collateral Agent has executed and delivered this
        Notice of Claim and Certificate as of the ____ day of ________________,
        _____.

       

      


      WELLS
        FARGO BANK, NATIONAL 

      ASSOCIATION

      not
        in
        its individual capacity but solely

      as
        Trust
        Collateral Agent

       

      By:                        

      Title:

       

        
          

        

      

       

      For
        Financial Security or Fiscal Agent Use Only

      


      Wire
        transfer sent on            by                    

      


      Confirmation
        Number                        

      


      



      
        
          
          

        

        
          A-3