UNDERWRITING AGREEMENT

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EXHIBIT 1.1

LONG BEACH SECURITIES CORP.

$[_____________] (Approximate)

Long Beach Mortgage Loan Trust 20[__]-[_]

Asset-Backed Certificates

Series 20[__]-[_]

UNDERWRITING AGREEMENT

[________________], 20[__]

Ladies and Gentlemen:

Long Beach Securities Corp., a Delaware corporation (the “ Depositor ”), has authorized the issuance and sale of Long Beach Mortgage Loan Trust 20[__]-[_], Asset-Backed Certificates, Series 20[__]-[_], [Class [___], Class [___] and Class [___] Certificates (collectively, the “ Underwritten Certificates ”) and the Class [___], Class [___] and Class [___] Certificates (collectively, the “ Non-Offered Certificates ” and, together with the Underwritten Certificates, the “ Certificates ”).

Only the Underwritten Certificates are being purchased by the underwriters named in Schedule A hereto (the “ Underwriters ”), and the Underwriters are purchasing, severally, only the Underwritten Certificates set forth opposite their names in Schedule A, except that the amounts purchased by the Underwriters may change in accordance with Section 11 of this Agreement. [_______________] and [_______________] each are acting as representatives of the Underwriters and in such capacity each is hereinafter referred to as a “ Representative .”

The Certificates will be issued pursuant to a pooling and servicing agreement (the “ Pooling and Servicing Agreement ”), to be dated as of [__________] 1, 20[__] among the Depositor as depositor, Long Beach Mortgage Company as master servicer (in such capacity, the “ Master Servicer ”), and [_______________] as Trustee (in such capacity, the “ Trustee ”). The Underwritten Certificates are more fully described in a Registration Statement (as such term is defined in Section 1(i)(a)) which the Depositor has furnished to the Underwriters.

The Certificates will evidence fractional undivided interests in the trust formed pursuant to the Pooling and Servicing Agreement (the “ Trust ”). The assets of the Trust will initially include, among other things, a pool (the “ Mortgage Pool ”) of first-lien, fixed-rate and adjustable-rate residential mortgage loans delivered on the Closing Date (as defined below) (the

“ Mortgage Loans ”), the rights of the Trustee under all insurance policies relating to the Trust or its assets, certain rights of the Depositor under the Mortgage Loan Purchase Agreement (as defined below), and such amounts as may be held by the Trustee in any other accounts held by the Trustee for the Trust. A form of the Pooling and Servicing Agreement has been filed as an exhibit to the Registration Statement. [The Long Beach Mortgage Loan Trust 20[__]-[_], Asset-Backed Certificates, Series 20[__]-[_] will, to the extent described in the Prospectus Supplement, also be entitled to payments pursuant to a swap agreement between the Trustee on behalf of the Trust and the counterparties thereto and the related novation (a “ Swap Agreement ”)].

Pursuant to the Mortgage Loan Purchase Agreement, to be dated as of [__________], 20[__] (the “ Mortgage Loan Purchase Agreement ”), between Long Beach Mortgage Company, as seller (in such capacity, the “ Seller ”) and the Depositor, the Seller will transfer to the Depositor all of its right, title and interest in and to the Mortgage Loans, all scheduled payments due on the Mortgage Loans after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or before the Cut-off Date), the collateral securing each Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the Depositor will transfer to the Trust all of its right, title and interest in and to the Mortgage Loans, all scheduled payments due on the Mortgage Loans after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than the portion of such collections due on or before the Cut-off Date) and the collateral securing each Mortgage Loan.

At or prior to the time when sales to purchasers of the Underwritten Certificates were first made (the “ Time of Sale ”), the Depositor had prepared the Long Beach Preliminary Prospectus dated [________], 2005 (the “ Time of Sale Information ”). If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that the Long Beach Preliminary Prospectus included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Underwritten Certificates, then “ Time of Sale Information ” will refer to the Long Beach Preliminary Prospectus, as amended or supplemented (the “ Corrected Long Beach Preliminary Prospectus ”).

Capitalized but undefined terms shall have the meanings set forth in the Pooling and Servicing Agreement.

SECTION 1. Representations and Warranties . The Depositor represents and warrants to, and agrees with the Underwriters that as of the date hereof and as of the Closing Date:

(a)          A Registration Statement on Form S-3 (No. 333-[__________]), has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations of the United States Securities and Exchange Commission (the “ Commission ”) thereunder (the “ Rules and Regulations ”), (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, “ Effective Time ” means the date and the time as of which such Registration

Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “ Effective Date ” means the date of the Effective Time; “ Registration Statement ” means such registration statement, at the Effective Time, including any documents incorporated by reference therein at such time; “ Basic Prospectus ” means such final prospectus dated [__________], 20[__]; “ Prospectus Supplement ” means the final prospectus supplement relating to the Underwritten Certificates, to be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424(b) of the Rules and Regulations and “ Preliminary Prospectus Supplement ” means the preliminary prospectus supplement, as amended or supplemented, relating to the Underwritten Certificates to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. “ Long Beach Preliminary Prospectus ” or “ Preliminary Prospectus ” means the Basic Prospectus together with the Preliminary Prospectus Supplement. “ Long Beach Prospectus ” or “ Prospectus ” means the Basic Prospectus together with the Prospectus Supplement. Reference made herein to the Long Beach Preliminary Prospectus or the Long Beach Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Preliminary Prospectus or the Prospectus, as applicable, and any reference to any amendment or supplement to the Long Beach Preliminary Prospectus or the Long Beach Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934 (the “ Exchange Act ”) after the date of the Long Beach Preliminary Prospectus or the Long Beach Prospectus, as applicable, and incorporated by reference in the Long Beach Preliminary Prospectus or the Long Beach Prospectus, as applicable, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Long Beach Preliminary Prospectus or Long Beach Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the Effective Date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied.

(b)          The Registration Statement, the Long Beach Preliminary Prospectus and the Long Beach Prospectus, as applicable, conform, and any further amendments or supplements to the Registration Statement, the Long Beach Preliminary Prospectus or the Long Beach Prospectus will conform, when they become effective or are filed with the Commission, as the case may be, in all respects to the requirements of the Securities Act and the Rules and Regulations. The Registration Statement, as of the Effective Date thereof and of any amendment thereto as of the date it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Long Beach Prospectus, as of its date, and as amended or supplemented as of the Closing Date, and the Time of Sale Information as of the Time of Sale, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information contained in or omitted from the Registration Statement, the Long Beach

Preliminary Prospectus or the Long Beach Prospectus in reliance upon and in conformity with information furnished to the Depositor in writing by any Underwriter through a Representative expressly for use therein as stated in Section 8(b) hereof, or (ii) any information contained in any Underwriter Free Writing Prospectus (as defined in Section 9(a) below), except, in the case of this clause (ii), to the extent such information is Issuer Information (as defined in Section 9(e)(i)) or included in the Issuer Free Writing Prospectus (as defined in Section 9(b)(ii)), the Long Beach Preliminary Prospectus or the Long Beach Prospectus or contains such an untrue statement or omission as a result of a Pool Error (as defined in Section 8(a) below) or (iii) any information omitted from the Long Beach Preliminary Prospectus pursuant to Rule 430B under the Securities Act. It is understood and acknowledged, for purposes of this Section 2(b), that the only information furnished to the Depositor in writing by any Underwriter through a Representative expressly for use in the Registration Statement, the Long Beach Preliminary Prospectus or the Long Beach Prospectus is the information relating to such Underwriter under the caption “Method of Distribution” in the Preliminary Prospectus Supplement or the Prospectus Supplement. The Issuer Information (as defined in Section 9(e)(i)) and the Issuer Free Writing Prospectus (as defined in Section 9(b)(ii)), each as of its date, did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)          The documents incorporated by reference in the Long Beach Preliminary Prospectus or the Long Beach Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations; and any further documents so filed and incorporated by reference in the Long Beach Preliminary Prospectus or the Long Beach Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all materials respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations thereunder.

(d)          The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business so requires such standing. The Depositor has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement (collectively, the “ Agreements ”) and to cause the Certificates to be issued.

(e)          There are no actions, proceedings or investigations pending with respect to which the Depositor has received service of process before or threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject (a) which if determined adversely to the Depositor would have a material adverse effect on the business or financial condition of the Depositor, (b) asserting the invalidity of any of the Agreements or the Certificates, (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by any of the Agreements or (d) which might materially and adversely affect the performance by the

Depositor of its obligations under, or the validity or enforceability of any of the Agreements or the Certificates.

(f)           This Agreement has been, and the other Agreements when executed and delivered as contemplated hereby and thereby will have been, duly authorized, executed and delivered by the Depositor, and this Agreement constitutes, and the other Agreements when executed and delivered as contemplated herein will constitute, legal, valid and binding instruments enforceable against the Depositor in accordance with their respective terms, subject as to enforceability to (x) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under any of the Agreements, limitations of public policy under applicable securities laws.

(g)          The execution, delivery and performance of the Agreements by the Depositor and the consummation of the transactions contemplated hereby and thereby, and the issuance and delivery of the Certificates do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party, by which the Depositor is bound or to which any of the properties or assets of the Depositor or any of its subsidiaries is subject, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Depositor or its ability to perform its obligations under any of the Agreements, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Depositor or its ability to perform its obligations under any of the Agreements.

(h)          The direction by the Depositor to the Trustee to execute, authenticate, issue and deliver the Certificates has been duly authorized by the Depositor, and, assuming the Trustee has been duly authorized to undertake such actions, when executed, authenticated, issued and delivered by the Trustee, in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and the holders of the Certificates will be entitled to the rights and benefits of the Certificates as provided by the Pooling and Servicing Agreement.

(i)           No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Certificates and the sale of the Underwritten Certificates to the Underwriters, or the consummation by the Depositor of the other transactions contemplated by the Agreements except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Underwritten Certificates by the Underwriters or as have been obtained.

(j)           At the time of the execution and delivery of the Pooling and Servicing Agreement, the Depositor will: (i) have equitable title to the interest in the Mortgage Loans

conveyed by the Seller, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “ Liens ”); (ii) not have assigned to any person (other than the Trustee) any of its right, title or interest in the Mortgage Loans and (iii) have the power and authority to sell its interest in the Mortgage Loans to the Trustee and to sell the Underwritten Certificates to the Underwriters. Upon execution and delivery of the Pooling and Servicing Agreement by the Trustee, the Trustee will have acquired beneficial ownership of all of the Depositor’s right, title and interest in and to the Mortgage Loans. Upon delivery to the Underwriters of the Underwritten Certificates, the Underwriters will have good title to the Underwritten Certificates free of any Liens.

(k)          As of the Cut-off Date, each of the Mortgage Loans will meet the eligibility criteria described in the Long Beach Preliminary Prospectus and the Long Beach Prospectus and will conform to the descriptions thereof contained in the Long Beach Preliminary Prospectus and the Long Beach Prospectus.

(l)           Neither the Depositor nor the Trust is an “investment company” within the meaning of such term under the Investment Company Act of 1940 (the “ 1940 Act ”) and the rules and regulations of the Commission thereunder.

(m)         At the Closing Date, the Underwritten Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Long Beach Preliminary Prospectus and the Long Beach Prospectus.

(n)          Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date.

(o)          Since the date as of which information is given in the Long Beach Preliminary Prospectus, there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of the Depositor or the Seller, otherwise than as set forth or contemplated in the Long Beach Preliminary Prospectus or the Long Beach Prospectus, each as supplemented or amended as of the Closing Date.

(p)          Any certificate signed by an officer of the Depositor and delivered to a Representative or counsel for the Underwriters in connection with an offering of the Underwritten Certificates shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 1 are made.

(q)          The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended.

(r)           The Depositor is not, and on any date on or after which the first bona fide offer of the Certificates is made will not be, an “ineligible issuer,” as defined in Rule 405 under the Securities Act. The Depositor will in all material respects comply with all applicable laws and regulations in connection with the use of the Issuer Free Writing Prospectus (as defined in Section 9(b)(ii).

SECTION 2. Purchase and Sale . The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on the basis of the representations, warranties, agreements and covenants herein contained and shall be subject to the terms and conditions herein set forth. The Depositor agrees to instruct the Trustee to issue the Certificates and agrees to sell to the Underwriters the Underwritten Certificates and the Underwriters agree (except as provided in Sections 11 and 12 hereof) severally and not jointly to purchase from the Depositor the aggregate initial principal amounts or percentage interests of the Underwritten Certificates of each Class, as set forth under such Underwriter’s name on, or as otherwise described in, Schedule A, at the purchase price or prices set forth on Schedule A.

SECTION 3. Delivery and Payment . Delivery of and payment for the Underwritten Certificates shall be made at the offices of Heller Ehrman LLP, Seattle, Washington, or at such other place as shall be agreed upon by the Representatives and the Depositor at 10:00 A.M. New York time on [__________], 20[_], or at such other time or date as shall be agreed upon in writing by the Representatives and the Depositor (such date being referred to as the “ Closing Date ”). Payment shall be made to the Depositor by wire transfer of same day funds payable to the account of the Depositor. Delivery of the Underwritten Certificates shall be made to [__________] for the accounts of the several Underwriters against payment of the purchase price thereof. The Underwritten Certificates so delivered will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“ DTC ”). The interests of the beneficial owners of the Underwritten Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement.

SECTION 4. Offering by the Underwriters . It is understood that, subject to the terms and conditions hereof, the several Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Long Beach Preliminary Prospectus and that the Underwriters will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under state securities laws or Blue Sky laws (except where the Underwritten Certificates will have been qualified for offering and sale at the direction of the Underwriters under such state securities laws or Blue Sky laws). In connection with such offering(s), the Underwriters agree to provide the Depositor with information related to the offer and sale of the Underwritten Certificates that is reasonably requested by the Depositor, from time to time (but not after three years from the Closing Date), and necessary for complying with its tax reporting obligations, including, without limitation, the issue price of the Underwritten Certificates.

Each Underwriter agrees that it will not sell or transfer any Underwritten Certificate or interest therein in the initial sale or transfer of such Underwritten Certificate by the Underwriter in an amount less than the minimum denomination for such Underwritten Certificate to be set forth in the Long Beach Preliminary Prospectus.

SECTION 5. Agreements .

(i)           To prepare the Long Beach Preliminary Prospectus and the Long Beach Prospectus in a form approved by the Underwriters and to file such Long Beach Preliminary Prospectus and Long Beach Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the availability of the Long Beach Preliminary Prospectus and the Long Beach Prospectus, as applicable, to the Underwriters; to make no further amendment or any supplement to the Registration Statement, the Long Beach Preliminary Prospectus or the Long Beach Prospectus prior to the Closing Date except as permitted herein; to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective prior to the termination of the offering of the Underwritten Certificates or any supplement to the Long Beach Preliminary Prospectus or the Long Beach Prospectus or any amended Long Beach Preliminary Prospectus or amended Long Beach Prospectus has been filed and to furnish the Underwriters or its counsel with copies thereof without charge; to file promptly all reports and any definitive proxy or information statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the date of the Long Beach Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Underwritten Certificates; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or the institution of or, to the knowledge of the Depositor, the threatening of any proceeding for such purpose, or of: (i) any order preventing or suspending the use of the Long Beach Prospectus; (ii) the suspension of the qualification of the Underwritten Certificates for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose or (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Long Beach Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Long Beach Prospectus or suspending any such qualification, the Depositor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission.

(iii)        To deliver promptly to the Underwriters without charge such number of the following documents as the Underwriters shall reasonably request: (i) the Long Beach Preliminary Prospectus, the Long Beach Prospectus and any amended or supplemented Long Beach Preliminary Prospectus or Long Beach Prospectus; and (ii) any document incorporated by reference in the Long Beach Preliminary Prospectus or the Long Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time prior to the expiration of ninety days after the Closing Date in connection with the offering or sale of the Underwritten Certificates, and if at such time any events shall have occurred as a result of which the Long Beach Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Long Beach Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Long Beach Prospectus or to file

under the Exchange Act any document incorporated by reference in the Long Beach Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriters and, upon any Underwriter’s request, shall file such document and prepare an amended Long Beach Prospectus or a supplement to the Long Beach Prospectus which corrects such statement or omission or effects such compliance, and in case the Underwriters are required to deliver a prospectus in connection with sales of any of the Underwritten Certificates at any time ninety days or more after the Effective Time, upon the request of the Underwriters but at their expense, the Depositor shall prepare and deliver to the Underwriters an amended or supplemented Long Beach Prospectus complying with Section 10(a)(3) of the Securities Act.

(iv)         To file promptly with the Commission any amendment to the Registration Statement, the Long Beach Preliminary Prospectus or the Long Beach Prospectus or any supplement to the Long Beach Prospectus that may, in the judgment of the Depositor or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters’ consent to nor their distribution of any amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(v)          To furnish the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters for the filing of the following documents relating to the Underwritten Certificates: (i) any Post-Effective Amendment to the Registration Statement or supplement to the Long Beach Prospectus, or document incorporated by reference in the Long Beach Prospectus or (ii) the Long Beach Preliminary Prospectus and the Long Beach Prospectus pursuant to Rule 424 of the Rules and Regulations.

(vi)         To use commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Underwritten Certificates for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States or elsewhere as the Underwriters may reasonably designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Underwritten Certificates. The Depositor shall file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Underwritten Certificates have been so qualified; provided, however, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

(viii)      So long as the Underwritten Certificates shall be outstanding, the Depositor shall cause the Trustee, pursuant to the Pooling and Servicing Agreement, to deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance delivered to the Trustee pursuant to Section 3.20 of the Pooling and Servicing Agreement [To be conformed to Reg AB changes in PSA] ; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 3.21 of the Pooling and Servicing Agreement [To be conformed to Reg AB changes in PSA] ; (iii) the monthly servicing report furnished to the Trustee pursuant to Section 4.03 of the Pooling and

Servicing Agreement and (iv) the monthly reports made available by the Trustee to the Certificateholders pursuant to Section 4.08 of the Pooling and Servicing Agreement.

(i)           the transaction contemplated by this Agreement is an arm's length commercial transaction between the Depositor and the Underwriters,

(ii)          in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent or fiduciary of the Depositor, and

(iii)        none of the Underwriters has assumed an advisory responsibility in favor of the Depositor with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement.

SECTION 6. Conditions to the Underwriters’ Obligation . The obligations of the Underwriters hereunder to purchase the Underwritten Certificates pursuant to this Agreement are subject to the following conditions as of the Closing Date:

(a)          Each of the obligations of the Depositor and the Seller required to be performed by the Depositor and Seller, respectively, on or prior to the Closing Date pursuant to the terms of the Agreements shall have been duly performed and complied with and all of the representations and warranties of the Depositor and the Seller under any of the Agreements and statements made by either the Depositor or Seller in any certificate delivered pursuant to any of the Agreements shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time or both, would constitute a default under any of the Agreements, and the Representatives shall have received certificates to the effect of the foregoing and certificates as to the accuracy of the written statements made pursuant to the provisions of this Section, each signed by an authorized officer of the Depositor and the Seller, respectively.

(b)          Prior to the Closing Date, (i) the Depositor shall have received confirmation of the effectiveness of the Registration Statement and (ii) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, shall be contemplated by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Long Beach Prospectus shall have been complied with.

(c)          The Representatives shall have received (i) a copy of a letter from Deloitte & Touche LLP, dated on or before the date of the Issuer Free Writing Prospectus (as defined in Section 9(b)(ii)) reflecting the performance of the procedures previously agreed to by the Depositor and Deloitte & Touche LLP with respect to the Mortgage Loans, and (ii) a copy of a letter from Deloitte & Touche LLP, dated on or before the date of the Long Beach Preliminary

Prospectus (a) regarding certain numerical information contained or incorporated by reference in the Long Beach Preliminary Prospectus and (b) reflecting the performance of the procedures previously agreed to by the Depositor and Deloitte & Touche LLP with respect to the Mortgage Loa