EXECUTION COPY

     

    INDEMNIFICATION
      AGREEMENT

     

    among

     

    FINANCIAL
      SECURITY ASSURANCE INC.,

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP.,

     

    GREENWICH
      CAPITAL MARKETS, INC.

     

    and

     

    CITIGROUP
      GLOBAL MARKETS INC.

     

     

     

     

    Dated
      as
      of March 13, 2007

     

    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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          	
                  Section
                    1.

                	 	
                  Definitions

                	 	
                  1

                
	
                  Section
                    2.

                	 	
                  Representations,
                    Warranties and Agreements of Financial Security

                	 	
                  3

                
	
                  Section
                    3.

                	 	
                  Representations,
                    Warranties and Agreements of the Underwriters

                	 	
                  6

                
	
                  Section
                    4.

                	 	
                  Indemnification

                	 	
                  7

                
	
                  Section
                    5.

                	 	
                  Indemnification
                    Procedures

                	 	
                  8

                
	
                  Section
                    6.

                	 	
                  Contribution

                	 	
                  9

                
	
                  Section
                    7.

                	 	
                  Miscellaneous

                	 	
                  10

                
	EXHIBIT
                  A - 	 	Opinion
                  of Associate
                  General Counsel	 	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INDEMNIFICATION
      AGREEMENT

     

    INDEMNIFICATION
      AGREEMENT, dated as of March 13, 2007, among FINANCIAL SECURITY ASSURANCE INC.
      (“Financial
      Security”),
      LONG
      BEACH ACCEPTANCE RECEIVABLES CORP. (the “Company”),
      GREENWICH CAPITAL MARKETS, INC. (“RBS
      GC”)
      and
      CITIGROUP GLOBAL MARKETS INC., (“Citigroup”
and,
      together with RBS GC, the “Underwriters”):

     

    Section
      1.  Definitions.
      For
      purposes of this Agreement, the following terms shall have the meanings provided
      below:

     

    “Agreement”
means
      this Indemnification Agreement, as the same may be amended, supplemented or
      otherwise modified from time to time in accordance with the terms
      hereof.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Company
      Party”
means
      any of the Company, its parent, subsidiaries and affiliates and any shareholder,
      director, officer, employee, agent or “controlling person” (as such term is used
      in the Securities Act) of any of the foregoing.

     

    “Federal
      Securities Laws”
means
      the Securities Act, the Securities Exchange Act of 1934, the Trust Indenture
      Act
      of 1939, the Investment Company Act of 1940, the Investment Advisers Act of
      1940
      and the Public Utility Holding Company Act of 1935, each as amended from time
      to
      time, and the rules and regulations in effect from time to time under such
      Acts.

     

    “Financial
      Security Agreements”
means
      this Agreement, the Spread Account Agreement and the Insurance
      Agreement.

     

    “Financial
      Security Information”
has
      the
      meaning provided in Section 2(g) hereof.

     

    “Financial
      Security Party”
means
      any of Financial Security, its parent, subsidiaries and affiliates, and any
      shareholder, director, officer, employee, agent or “controlling person” (as such
      term is used in the Securities Act) of any of the foregoing.

     

    “Free
      Writing Prospectus”
means
      the Free Writing Prospectus dated March 12, 2007 relating to the
      securities.

     

    “Indemnified
      Party”
means
      any party entitled to any indemnification pursuant to Section 4
      hereof.

     

    “Indemnifying
      Party”
means
      any party required to provide indemnification pursuant to Section 4
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Insurance
      Agreement”
means
      the Insurance and Indemnity Agreement, dated as of March 1, 2007, among
      Financial Security, the Company and LBAC, and Long Beach Acceptance Auto
      Receivables Trust 2007-A as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with the terms thereof.

     

    “LBAC”
means
      Long Beach Acceptance Corp., a Delaware Corporation.

     

    “Losses”
means
      (a) any actual out-of-pocket damages incurred by the party entitled to
      indemnification or contribution hereunder, (b) any actual out-of-pocket costs
      or
      expenses incurred by such party, including reasonable fees or expenses of its
      counsel and other expenses incurred in connection with investigating or
      defending any claim, action or other proceeding which entitle such party to
      be
      indemnified hereunder (subject to the limitations set forth in Section 5
      hereof), to the extent not paid, satisfied or reimbursed from funds provided
      by
      any other Person other than an affiliate of such party (provided that the
      foregoing shall not create or imply any obligation to pursue recourse against
      any such other Person), plus (c) interest on the amount paid by the party
      entitled to indemnification or contribution from the date of such payment to
      the
      date of payment by the party who is obligated to indemnify or contribute
      hereunder at the statutory rate applicable to judgments for breach of
      contract.

     

    “Offering
      Document”
      means
      the Prospectus, Prospectus Supplement, the Free Writing Prospectus and any
      other
      material or documents delivered by the Underwriters or any Underwriter Party
      to
      any Person in connection with the offer or sale of the Securities; provided,
      however, the Summary Free Writing Prospectus dated March 12, 2007, in respect
      of
      the Securities shall not be included in this definition of “Offering Document”.


     

    “Person”
means
      any individual, partnership, joint venture, corporation, trust, unincorporated
      organization, limited liability company, limited liability partnership or other
      organization or entity (whether governmental or private).

     

    “Policy”
means
      the financial guaranty insurance policy delivered by Financial Security with
      respect to the Securities.

     

    “Prospectus”
      means,
      collectively, the Prospectus relating to the Securities dated March 31, 2006,
      and the Prospectus Supplement.

     

    “Prospectus
      Supplement”
      means
      the Prospectus Supplement dated March 19, 2007 relating to the
      Securities.

     

    “Rating
      Agencies”
has
      the
      meaning provided in the last paragraph of Section 2 hereof.

     

    “Representative”
means
      RBS GC as representative of the Underwriters.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Securities”
means
      the Long Beach Acceptance Auto Receivables Trust $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, each as described in the Prospectus Supplement and
      covered by the Policy.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time, and any rule or
      regulation in effect from time to time under such Act.

     

    “Spread
      Account Agreement”
means
      the Master Spread Account Agreement, dated as of March 1, 2007 among the
      Company, the Collateral Agent specified therein, Financial Security and the
      Trustee specified therein, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with the terms thereof.

     

    “Underwriters”
means
      RBS GC and Citigroup.

     

    “Underwriter
      Information”
      has the
      meaning provided in Section 3(c) hereof. 

     

    “Underwriter
      Party”
      means
      any of the Underwriters, its respective parent, subsidiaries and affiliates
      and
      any shareholder, director, officer, employee, or agent of the “controlling
      person” (as such item is used in the Securities Act) of any of the
      foregoing.

     

    “Underwriting
      Agreement”
      means
      the Underwriting Agreement dated as of March 13, 2007 among the Company, LBAC
      and the Underwriters with respect to the offer and sale of the Securities,
      as
      the same may be amended, supplemented or otherwise modified from time to time
      in
      accordance with the terms thereof.

     

    Section
      2.  Representations,
      Warranties and Agreements of Financial Security.
      Financial Security represents, warrants and agrees with the parties hereto
      as
      follows:

     

    (a)  Organization,
      Etc.
      Financial Security is a stock insurance company duly organized, validly existing
      and authorized to transact financial guaranty insurance business under the
      laws
      of the State of New York.

     

    (b)  Authorization,
      Etc.
      The
      Policy and the Financial Security Agreements have been duly authorized, executed
      and delivered by Financial Security.

     

    (c)  Validity,
      Etc.
      The
      Policy and the Financial Security Agreements constitute valid and binding
      obligations of Financial Security, enforceable against Financial Security in
      accordance with their terms, subject, as to the enforcement of remedies, to
      bankruptcy, insolvency, reorganization, rehabilitation, moratorium and other
      similar laws affecting the enforceability of creditors’ rights generally
      applicable in the event of the bankruptcy or insolvency of Financial Security
      and to the application of general principles of equity and subject, in the
      case
      of this Agreement, to principles of public policy limiting the right to enforce
      the indemnification provisions contained herein.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d)  Exemption
      From Registration.
      The
      Policy is exempt from registration under the Securities Act.

     

    (e)  No
      Conflicts.
      Neither
      the execution or delivery by Financial Security of the Policy or the Financial
      Security Agreements, nor the performance by Financial Security of its
      obligations thereunder, will conflict with any provision of the certificate
      of
      incorporation or the bylaws of Financial Security nor result in a breach of,
      or
      constitute a default under, any material agreement or other instrument to which
      Financial Security is a party or by which any of its property is bound nor
      violate any judgment, order or decree applicable to Financial Security of any
      governmental or regulatory body, administrative agency, court or arbitrator
      having jurisdiction over Financial Security (except that, in the published
      opinion of the Securities and Exchange Commission, the indemnification
      provisions of this Agreement, insofar as they relate to indemnification for
      liabilities arising under the Securities Act, are against public policy as
      expressed in the Securities Act and are therefore unenforceable).

     

    (f)  Financial
      Information.
      The
      consolidated balance sheets of Financial Security as of December 31, 2005 and
      December 31, 2004 and the related consolidated statements of income, changes
      in
      shareholder’s equity and cash flows for the fiscal years then ended, and the
      interim consolidated balance sheets for Financial Security as of September
      30,
      2006 and September 30, 2005, and the related statements of income, changes
      in
      shareholders equity and cash flows for the interim period then ended, furnished
      by Financial Security to the Underwriters fairly present in all material
      respects the financial condition of Financial Security as of such dates and
      for
      such periods in accordance with generally accepted accounting principles
      consistently applied (subject as to interim statements to normal year-end
      adjustments) and since the date of the most current interim consolidated balance
      sheet referred to above there has been no change in the financial condition
      of
      Financial Security which would materially and adversely affect its ability
      to
      perform its obligations under the Policy.

     

    (g)  Financial
      Security Information.
      The
      information in the Prospectus Supplement set forth under the caption “THE
      INSURER” (as revised from time to time in accordance with the provisions hereof,
      the “Financial Security Information”) is limited and does not purport to provide
      the scope of disclosure required to be included in a prospectus with respect
      to
      a registrant in connection with the offer and sale of securities of such
      registrant registered under the Securities Act. Within such limited scope of
      disclosure, however, as of the date of the Prospectus Supplement and as of
      the
      date hereof, the Financial Security Information does not contain any untrue
      statement of a material fact, or omit to state a material fact necessary to
      make
      the statements contained therein, in the light of the circumstances under which
      they were made, not misleading.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (h)  Additional
      Information.
      Financial Security will furnish to the Underwriters or the Company, upon request
      of the Underwriters or the Company, as the case may be, copies of Financial
      Security’s most recent financial statements (annual or interim, as the case may
      be) which fairly present in all material respects the financial condition of
      Financial Security as of the dates and for the periods indicated, in accordance
      with generally accepted accounting principles consistently applied except as
      noted therein (subject, as to interim statements, to normal year-end
      adjustments). In addition, if the delivery of a Prospectus relating to the
      Securities is required at any time prior to the expiration of nine months after
      the time of issuance of the Prospectus in connection with the offering or sale
      of the Securities, the Company or the Underwriters will notify Financial
      Security of such requirement to deliver a Prospectus and Financial Security
      will
      promptly provide the Underwriters and the Company with any revisions to the
      Financial Security Information that are in the judgment of Financial Security
      reasonably necessary to prepare a supplement to the Prospectus.

     

    (i)  Opinion
      of Counsel.
      Financial Security will furnish to the Underwriters and the Company, on the
      closing date for the sale of the Securities, an opinion of its Assistant General
      Counsel, to the effect set forth in Exhibit A attached hereto, dated such
      closing date and addressed to the Company and the Underwriters.

     

    (j)  Consents
      and Reports of Independent Accountants.
      Financial Security will furnish to the Underwriters and the Company, upon
      request, as comfort from its independent accountants in respect of its financial
      condition (i) at the expense of the Person specified in the Insurance Agreement,
      a copy of the Prospectus, including either a manually signed consent or a
      manually signed report of Financial Security’s independent accountants and (ii)
      the quarterly review letter by Financial Security’s independent accountants in
      respect of the most recent interim financial statements of Financial
      Security.

     

    Nothing
      in this Agreement shall be construed as a representation or warranty by
      Financial Security concerning the rating of its insurance financial strength
      by
      Fitch Ratings, Moody’s Investors Service, Inc., Standard & Poor’s and Rating
      and Investment Information, Inc. or any other rating assigned by a rating agency
      (collectively, the “Rating
      Agencies”).
      The
      Rating Agencies, in assigning such ratings, take into account facts and
      assumptions not described in the Prospectus and the facts and assumptions which
      are considered by the Rating Agencies, and the ratings issued thereby, are
      subject to change over time.

     

    
      
        
        

      

      
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    Section
      3.  Representations,
      Warranties and Agreements of the Underwriters.
      Each of
      the Underwriters represents, warrants and agrees with the parties hereto as
      follows:

     

    (a)  Compliance
      With Laws.
      Such
      Underwriter will comply in all material respects with all legal requirements
      in
      connection with offers and sales of the Securities and make such offers and
      sales in the manner provided in any Offering Document.

     

    (b)  Offering
      Document.
      Such
      Underwriter will not use, or distribute to other broker-dealers for use, any
      Offering Document in connection with the offer and sale of the Securities unless
      such Offering Document includes such information as has been furnished by
      Financial Security for inclusion therein and the information therein concerning
      Financial Security has been approved by Financial Security in writing. Financial
      Security hereby consents to the information in respect of Financial Security
      included in the Free Writing Prospectus and the Prospectus Supplement. Each
      Offering Document will include the following statement:

     

    “The
      Policy is not covered by the property/casualty insurance security fund specified
      in Article 76 of the New York Insurance Law”.

     

    Each
      Offering Document including financial statements (other than financial
      information included in the Financial Security Information) with respect to
      Financial Security prepared in accordance with generally accepted accounting
      principles will include the following statement immediately preceding such
      financial statements:

     

    “The
      New
      York State Insurance Department recognizes only statutory accounting practices
      for determining and reporting the financial condition and results of operations
      of an insurance company, for determining its solvency under the New York
      Insurance Law, and for determining whether its financial condition warrants
      the
      payment of a dividend to its stockholders. No consideration is given by the
      New
      York State Insurance Department to financial statements prepared in accordance
      with generally accepted accounting principles in making such
      determinations.”

     

    (c)  Underwriter
      Information.
      With
      respect to any Underwriter, all material provided by such Underwriter for
      inclusion in any Offering Document (as revised from time to time and certified
      by such Underwriter in writing to constitute Underwriter Information, the
“Underwriter Information”), insofar as such information relates to such
      Underwriter, is true and correct in all material respects. In
      respect of the Prospectus Supplement, the Underwriter Information with respect
      to such Underwriter is limited to the information relating to such Underwriter
      set forth (i) in the body of the Prospectus Supplement under the caption
“Method
      of Distribution”
the
      first, second and last paragraph and (ii) any other information certified in
      writing by such Underwriter to be Underwriter Information.

     

    
      
        
        

      

      
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    Section
      4.  Indemnification.

     

    (a)  Financial
      Security agrees, upon the terms and subject to the conditions provided herein,
      to indemnify, defend and hold harmless each Company Party and each Underwriter
      Party against (i) any and all Losses incurred by them with respect to the offer
      and sale of the Securities and resulting from Financial Security’s breach of any
      of its representations, warranties or agreements set forth in Section 2 hereof
      and (ii) any and all Losses to which any Company Party or Underwriter Party
      may
      become subject, under the Securities Act or otherwise, insofar as such Losses
      arise out of or result from an untrue statement of a material fact contained
      in
      any Offering Document or the omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      in each case to the extent, but only to the extent, that such untrue statement
      or omission was made in the Financial Security Information included therein
      in
      accordance with the provisions hereof.

     

    (b)  Each
      of
      the Underwriters agrees, severally and not jointly, upon the terms and subject
      to the conditions provided herein, to indemnify, defend and hold harmless each
      Financial Security Party against (i) any and all Losses incurred by them with
      respect to the offer and sale of the Securities and resulting from such
      Underwriter’s breach of any of its representations, warranties or agreements set
      forth in Section 3 hereof and (ii) any and all Losses to which any Financial
      Security Party may become subject, under the Securities Act or otherwise,
      insofar as such Losses arise out of or result from an untrue statement of a
      material fact contained in any Offering Document or the omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, in each case to the extent, but only to
      the
      extent, that such untrue statement or omission was made in the Underwriter
      Information with respect to such Underwriter included therein.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c)  Upon
      the
      incurrence of any Losses for which a party is entitled to indemnification
      hereunder, the Indemnifying Party shall reimburse the Indemnified Party promptly
      upon establishment by the Indemnified Party to the Indemnifying Party of the
      Losses incurred.

     

    Section
      5.  Indemnification
      Procedures.
      Except
      as provided below in Section 6 with respect to contribution, the indemnification
      provided herein by an Indemnifying Party shall be the exclusive remedy of any
      and all Indemnified Parties for the breach of a representation, warranty or
      agreement hereunder by an Indemnifying Party; provided,
      however,
      that
      each Indemnified Party shall be entitled to pursue any other remedy at law
      or in
      equity for any such breach so long as the damages sought to be recovered shall
      not exceed the Losses incurred thereby resulting from such breach. In the event
      that any action or regulatory proceeding shall be commenced or claim asserted
      which may entitle an Indemnified Party to be indemnified under this Agreement,
      such party shall give the Indemnifying Party written or telegraphic notice
      of
      such action or claim reasonably promptly after receipt of written notice
      thereof. The Indemnifying Party shall be entitled to participate in and, upon
      notice to the Indemnified Party, assume the defense of any such action or claim
      in reasonable cooperation with, and with the reasonable cooperation of, the
      Indemnified Party. The Indemnified Party shall have the right to employ separate
      counsel in any such action and to participate in the defense thereof at the
      expense of the Indemnified Party; provided,
      however,
      that
      the fees and expenses of such separate counsel shall be at the expense of the
      Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees
      and
      expenses, (ii) the Indemnifying Party shall have failed to assume the defense
      of
      such action or proceeding and employ counsel satisfactory to the Indemnified
      Party in any such action or proceeding or (iii) the named parties to any such
      action or proceeding (including any impleaded parties) include both the
      Indemnified Party and the Indemnifying Party, and the Indemnified Party shall
      have been advised by counsel that (A) 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 (B) the representation of the Indemnifying Party and
      the
      Indemnified Party by the same counsel would be inappropriate or contrary to
      prudent practice, in which case, if the 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 or proceeding on behalf of such
      Indemnified Party, it being understood, however, that the Indemnifying Party
      shall not, in connection with any one such action or proceeding or separate
      but
      substantially similar or related actions or proceedings 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 at
      any
      time for all the Company Parties, one such firm for all Underwriter Parties
      and
      one such firm for all Financial Security Parties, as the case may be, which
      firm
      shall be designated in writing by the Company in respect of the Company Parties,
      by the Representative in respect of the Underwriter Parties and by Financial
      Security in respect of the Financial Security Parties. The Indemnifying Party
      shall not be liable for any settlement of any such claim or action unless the
      Indemnifying Party shall have consented thereto or be in default in its
      obligations hereunder. Any failure by an Indemnified Party to comply with the
      provisions of this Section shall relieve the Indemnifying Party of liability
      only if such failure is prejudicial to the position of the Indemnifying Party
      and then only to the extent of such prejudice. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
      6.  Contribution.

     

    (a)  To
      provide for just and equitable contribution if the indemnification provided
      by
      any Indemnifying Party is determined to be unavailable for any Indemnified
      Party
      (other than due to application of this Section), each Indemnifying Party shall
      contribute to the Losses arising from any breach of any of its representations,
      warranties or agreements contained in this Agreement on the basis of the
      relative fault of each of the parties as set forth in Section 6(b) below;
provided,
      however,
      that an
      Indemnifying Party shall in no event be required to contribute to all
      Indemnified Parties an aggregate amount in excess of the Losses incurred by
      such
      Indemnified Parties resulting from the breach of representations, warranties
      or
      agreements contained in this Agreement.

     

    (b)  The
      relative fault of each Indemnifying Party, on the one hand, and of each
      Indemnified Party, on the other, shall be determined by reference to, among
      other things, whether the breach of, or alleged breach of, any representations,
      warranties or agreements contained in this Agreement relates to information
      supplied by, or action within the control of, the Indemnifying Party or the
      Indemnified Party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such breach.

     

    (c)  The
      parties agree that Financial Security shall be solely responsible for the
      Financial Security Information, each Underwriter shall be solely responsible
      for
      the Underwriter Information with respect to such Underwriter and that the
      balance of each Offering Document shall be the responsibility of LBAC and the
      Company.

     

    (d)  Notwithstanding
      anything in this Section 6 to the contrary, no Underwriter shall be required
      to
      contribute an amount in excess of the amount by which the total principal
      balance of the Securities underwritten by such Underwriter exceeds the amount
      of
      any damages that such Underwriter has otherwise been required to pay in respect
      of any breach by such Underwriter of its representations or warranties contained
      in Section 3 hereof.

     

    (e)  No
      Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
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    (f)  Upon
      the
      incurrence of any Losses entitled to contribution hereunder, the contributor
      shall reimburse the party entitled to contribution promptly upon establishment
      by the party entitled to contribution to the contributor of the Losses
      incurred.

     

    Section
      7.  Miscellaneous.

     

    (a)  Notices.
      All
      notices and other communications provided for under this Agreement shall be
      delivered to the address set forth below or to such other address as shall
      be
      designated by the recipient in a written notice to the other party or parties
      hereto:

     

    If
      to
      Financial Security:

     

    Financial
      Security Assurance Inc. 

    31
      West
      52nd Street

    New
      York,
      NY 10019

    Attention:
      Senior Vice President—Transaction Oversight Department (with a copy to the
      Attention of the General Counsel)

    


    Re:
      Long
      Beach Acceptance Auto Receivables Trust 2007-A

    Policy
      No. 51820-N

    


    Confirmation:
      (212) 826-0100

    Facsimile
      Nos.: (212) 339-3518, (212) 339-3529 (in each case in which notice or other
      communication to Financial Security refers to an Event of Default, a claim
      on
      the Policy or with respect to which failure on the part of Financial Security
      to
      respond shall be deemed to constitute consent or acceptance, then a copy of
      such
      notice or other communication should also be sent to the attention of each of
      the General Counsel and the Head-Financial Guaranty Group and shall be marked
      to
      indicate “URGENT MATERIAL ENCLOSED.”)

     

    If
      to the
      Company:

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      NJ 07652

    Attention:
      General Counsel

    Facsimile
      No.: (201) 262-6868 

    Confirmation:
      (201) 262-5222 

     

    
      
        
        

      

      
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    If
      to RBS
      GC:

     

    Greenwich
      Capital Markets, Inc.

    600
      Steamboat Road

    Greenwich,
      CT 06830

    Attention:
      Asset-Backed Finance

    Facsimile
      No: (203) 618-2164

    Confirm
      No: (203) 622-5666

     

    If
      to
      Citigroup:

     

    Citigroup
      Global Markets Inc.

    390
      Greenwich Street, 6th Floor

    New
      York,
      NY 10013

    Attention:
      Asset Backed Finance

    Facsimile
      No.: (212) 723-8591

    Confirm
      No. (212) 723-9566

    Phone:
      (212) 723-9562

    


    (b)  Governing
      Law.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL
      MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE
      GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

     

    (c)  Assignments.
      This
      Agreement may not be assigned by any party without the express written consent
      of each other party. Any assignment made in violation of this Agreement shall
      be
      null and void.

     

    (d)  Amendments.
      Amendments of this Agreement shall be in writing signed by each party
      hereto.

     

    (e)  Survival,
      Etc.
      The
      indemnity and contribution agreements contained in this Agreement shall remain
      operative and in full force and effect, regardless of (i) any investigation
      made
      by or on behalf of any Indemnifying Party, (ii) the issuance of the Securities
      or (iii) any termination of this Agreement or the Policy. The indemnification
      provided in this Agreement will be in addition to any liability which the
      parties may otherwise have and shall in no way limit any obligations of LBAC
      or
      the Company under the Underwriting Agreement or under the Insurance
      Agreement.

     

    (f)  Counterparts.
      This
      Agreement may be executed in counterparts by the parties hereto, and all such
      counterparts shall constitute one and the same instrument.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    [Remainder
      of Page Intentionally Blank]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the date first above written.

     

    
      	 	 	 
	 	
              FINANCIAL
                SECURITY ASSURANCE INC.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Ravi Gandhi 

            
	 	
              

              Name:
                Ravi Gandhi

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              LONG
                BEACH ACCEPTANCE RECEIVABLES CORP.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                George S. Ginsberg 

            
	 	
              

              Name:
                George S. Ginsberg

            
	 	
              Title:
                Executive Vice President

            


    

     

    
      	 	 	 
	 	
              GREENWICH
                CAPITAL MARKETS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Jere P. Dieck 

            
	 	
              

              Name:
                Jere P. Dieck

            
	 	
              Title:
                Managing Director

            


    

     

    
      	 	 	 
	 	
              CITIGROUP
                GLOBAL MARKETS INC.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Christopher D’Onofrio 

            
	 	
              

              Name:
                Christopher D’Onofrio

            
	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    OPINION
      OF ASSOCIATE GENERAL COUNSEL

     

    Based
      upon the foregoing, I am of the opinion that:

     

    1.  Financial
      Security is a stock insurance company duly organized, validly existing and
      authorized to transact financial guaranty insurance business under the laws
      of
      the State of New York.

     

    2.  The
      Policy, the Insurance Agreement and the Indemnification Agreement been duly
      authorized, executed and delivered by Financial Security.

     

    3.  The
      Policy, the Insurance Agreement and the Indemnification Agreement constitute
      valid and binding obligations of Financial Security, enforceable against
      Financial Security in accordance with their terms, subject, as to the
      enforcement of remedies, to bankruptcy, insolvency, reorganization,
      rehabilitation, moratorium and other similar laws affecting the enforceability
      of creditors’ rights generally applicable in the event of the bankruptcy or
      insolvency of Financial Security and to the application of general principles
      of
      equity and subject, in the case of the Indemnification Agreement, to principles
      of public policy limiting the right to enforce the indemnification provisions
      contained therein insofar as they relate to indemnification for liabilities
      arising under applicable securities laws.

     

    4.  The
      Policy is exempt from registration under the Securities Act of 1933, as amended
      (the “Act”).

     

    5.  Neither
      the execution or delivery by Financial Security of the Policy or the Insurance
      Agreement or the Indemnification Agreement, nor the performance by Financial
      Security of its obligations thereunder, will conflict with any provision of
      the
      certificate of incorporation or the bylaws of Financial Security or, to the
      best
      of my knowledge, result in a breach of, or constitute a default under, any
      agreement or other instrument to which Financial Security is a party or by
      which
      it or any of its property is bound or, to the best of my knowledge, violate
      any
      judgment, order or decree applicable to Financial Security of any governmental
      or regulatory body, administrative agency, court or arbitrator having
      jurisdiction over Financial Security (except that in the published opinion
      of
      the Securities and Exchange Commission the indemnification provisions of the
      Indemnification Agreement, insofar as they relate to indemnification for
      liabilities arising under the Act, are against public policy as expressed in
      the
      Act and are therefore unenforceable).

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    6.  In
      addition, please be advised that I have reviewed the description of Financial
      Security under the caption “THE INSURER” in the Prospectus Supplement dated
      March 19, 2007 and in the Free Writing Prospectus dated March 12, 2007 (each,
      an
“Offering
      Document”)
      of the
      Company with respect to the Securities. The information provided in each
      Offering Document with respect to Financial Security is limited and does not
      purport to provide the scope of disclosure required to be included in a
      prospectus with respect to a registrant under the Securities Act of 1933, as
      amended, in connection with the public offer and sale of securities of such
      registrant. Within such limited scope of disclosure, however, there has not
      come
      to my attention any information which would cause me to believe that the
      description of Financial Security referred to above, as of the date of the
      Free
      Writing Prospectus, the date of the Prospectus Supplement or the date hereof,
      contained any untrue statement of a material fact or omitted to state a material
      fact necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading (except that no opinion is rendered
      with respect to any financial statements or other financial information
      contained or referred to therein).

     

     

    
      
         

      

      
        A-2