Common use of Transfer, Amendment and Assignment Clause in Contracts

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), ▇▇▇▇▇, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 Asset-Backed Certificates, Series 2005‑1 (the “Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”) if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “Indenture”) and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Investors ServiceMoody's Investor Services, Inc. (“Moody’s”"▇▇ody's), Standard & Poors, a Division of The McGraw-hill Companies, Inc. ("▇ & ▇") ▇▇▇▇▇d Fitch, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ("S&P") has been provided notice of such transfer, amendment or assignment the same and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw withdraw, qualify or otherwise modify its then-current rating of: (i) of the Long Beach Mortgage Loan Trust 2005‑1 Asset-Backed Certificates, Series 2005‑1 certificates issued pursuant to the Pooling and Servicing Agreement referenced above (the “Certificates”"Certificates ") that were rated when issued, and (ii) certain the related net interest margin securities (the “NIMS”"Notes") if issued, that may be issued by a separate trust one or more affiliates of the Depositor or by one or more entities sponsored by an affiliate of the Depositor pursuant to an indenture to be entered into in connection with the NIMS Indenture (the “"Indenture”) and secured by certain of the Certificates "), without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, Insurer shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the The Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, Insurer shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, continuing 10 Proceedings: Party A shall have not institute against or cause any other person to institute against, or join any other person in instituting against Party B any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law for a right to assign all period of its rights one year and to delegate all one day following (i) payment in full of its obligations under this Transaction to the Credit Support ProviderNotes and (ii) satisfaction and discharge of the Pooling and Servicing Agreement; provided, without obtaining prior consent of any personhowever, than nothing shall prevent Party A from joining such a proceeding if commenced by a third party.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’'▇ Investors Service, Inc. (“"Moody’s”), ▇▇▇▇▇, Inc. ("Fitch's") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has have been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: of (iI) the Long Beach Mortgage Loan Trust 2005‑1 2004-4, Asset-Backed Certificates, Series 2005‑1 2004-4 (the “"Certificates”") issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated September 1, 2004, among Long Beach Securities Corp., as Depositor, Long Beach Mortgage Company, as Seller and Master Servicer and Deutsche Bank National Trust Company, as Trustee (the "Pooling Agreement and Servicing Agreement") and that were rated when issued, issued and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the The Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), ▇▇▇▇▇Fitch, Inc. ("Fitch") S&P and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ("S&P") Dominion Bond Rating Services has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, downgrade withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 Asset-Backed Group III Certificates, Series 2005‑1 (the “Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”) if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “Indenture”) and secured by certain of the Group III Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), ▇▇▇▇▇Fitch, Inc. ("Fitch") S&P and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ("S&P") Dominion Bond Rating Services has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, downgrade withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 Asset-Backed Group I/II Certificates, Series 2005‑1 (the “Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”) if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “Indenture”) and secured by certain of the Group I/II Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Moody's Investors Service, Inc. (“"Moody’s”'s"), ▇▇▇▇▇, Inc. Fitch Ratings ("Fitch") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has have been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 2003-3 Asset-Backed Certificates, Series 2005‑1 2003-3 (the “"Certificates”") that were rated when issued, and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the The Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’'▇ Investors Service, Inc. (“"Moody’s”), ▇▇▇▇▇, Inc. ("Fitch's") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has have been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: of (iI) the Long Beach Mortgage Loan Trust 2005‑1 2004-4, Asset-Backed Certificates, Series 2005‑1 2004-4 (the “"Certificates”") issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated September 1, 2004, among Long Beach Securities Corp., as Depositor, Long Beach Mortgage Company, as Seller and Master Servicer and Deutsche Bank National Trust Company, as Trustee (the "Pooling Agreement and Servicing Agreement") and that were rated when issued, issued and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust pursuant to an B-3-5 indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the The Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “"Trustee”") under the Pooling and Servicing Agreement dated as of 01 January 2005May 2004, among Long Beach Securities Corp., as Depositor (the “"Depositor”"), Party B, as Master Servicer, and the Trustee (the “"Pooling Agreement”") on behalf of Long Beach Mortgage Loan Trust 2005‑1 2004-2 (the “"Trust”") and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9Depositor) shall be permitted by either party unless each of ▇▇▇▇▇’'▇ Investors Service, Inc. (“"Moody’s”'s"), ▇▇▇▇▇, Fitch Inc. ("Fitch") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 2004-2 Asset-Backed Certificates, Series 2005‑1 2004-2 (the “"Certificates”") that were rated when issued, and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust or Cayman Islands company pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which ; provided that such consent shall to a transfer or assignment is not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “"Trustee”") under the Pooling and Servicing Agreement dated as of 01 January 2005May 2004, among Long Beach Securities Corp., as Depositor (the “"Depositor”"), Party B, as Master Servicer, and the Trustee (the “"Pooling Agreement”") on behalf of Long Beach Mortgage Loan Trust 2005‑1 2004-2 (the “"Trust”") and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9Depositor) shall be permitted by either party unless each of ▇▇▇▇▇’'▇ Investors Service, Inc. (“"Moody’s”'s"), ▇▇▇▇▇, ▇ Inc. ("Fitch") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 2004-2 Asset-Backed Certificates, Series 2005‑1 2004-2 (the “"Certificates”") that were rated when issued, and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust or Cayman Islands company pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which ; provided that such consent shall to a transfer or assignment is not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless (i) each party has given prior written consent to the party, (ii) each of Standard and Poors, a Division of ▇▇▇▇▇’▇-▇▇▇▇ Investors ServiceCompanies, Inc. (“Moody’s”Inc.("S&P"), ▇▇▇▇▇'▇ Investors Service, Inc. ("FitchMoody's") and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ▇▇▇▇▇ Ratings ("S&PFitch") has been provided notice of such transfer, amendment or assignment modification and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: of (i1) the Long Beach Mortgage Loan Trust 2005‑1 2003-1 Asset-Backed Certificates, Series 2005‑1 2003-1 (the “"Certificates”") that were rated when issued, and (ii2) certain net interest margin securities (the “NIMS”) "Securities"), if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates , in the case of clause (2) only, without regard to the related insurance policies issued by the Note Insurer and or the Backup Note Insurer (each, if any, as defined in the Indenture, and hereinafter, the "Securities Insurer" and the "Backup Securities Insurer," respectively). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless and (iii) each of the Note Securities Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Securities Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note The Securities Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, Securities Insurer shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “"Trustee”") under the Pooling and Servicing Agreement dated as of 01 January 2005February 2004, among Long Beach Securities Corp., as Depositor (the “"Depositor”"), Party B, as Master Servicer, and the Trustee (the “"Pooling Agreement”") on behalf of Long Beach Mortgage Loan Trust 2005‑1 2004‑1 (the “"Trust”") and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9Depositor) shall be permitted by either party unless each of ▇M▇▇▇▇’▇ Investors Service, Inc. (“"Moody’s”"), F▇▇▇▇▇, ▇ Inc. ("Fitch") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 2004‑1 Asset-Backed Certificates, Series 2005‑1 2004‑1 (the “"Certificates”") that were rated when issued, and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless (i) each party has given prior written consent to the party, (ii) each of Standard and Poors, a Division of ▇▇▇▇▇’▇-▇▇▇▇ Investors ServiceCompanies, Inc. (“Moody’s”Inc.("S&P"), ▇▇▇▇▇'▇ Investors Service, Inc. ("FitchMoody's") and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ▇▇▇▇▇ Ratings ("S&PFitch") has been provided notice of such transfer, amendment or assignment modification and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: of (i1) the Long Beach Mortgage Loan Trust 2005‑1 2003-1 Asset-Backed Certificates, Series 2005‑1 2003-1 (the “"Certificates”") that were rated when issued, and (ii2) certain net interest margin securities (the “NIMS”) "Securities"), if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain the Certificates, in the case of the Certificates clause (2) only, without regard to the related insurance policies issued by the Note Insurer and or the Backup Note Insurer (each, if any, as defined in the Indenture, and hereinafter, the "Securities Insurer" and the "Backup Securities Insurer," respectively). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless and (iii) each of the Note Securities Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Securities Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note The Securities Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, Securities Insurer shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “"Trustee”") under the Pooling and Servicing Agreement dated as of 01 January 2005February 2004, among Long Beach Securities Corp., as Depositor (the “"Depositor”"), Party B, as Master Servicer, and the Trustee (the “"Pooling Agreement”") on behalf of Long Beach Mortgage Loan Trust 2005‑1 2004‑1 (the “"Trust”") and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9Depositor) shall be permitted by either party unless each of ▇M▇▇▇▇’▇ Investors Service, Inc. (“"Moody’s”"), ▇▇▇▇▇, Fitch Inc. ("Fitch") and Standard & Poor’sPoors Ratings Group, a division of McGraw Hill Companies, Inc. Inc ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 2004‑1 Asset-Backed Certificates, Series 2005‑1 2004‑1 (the “"Certificates”") that were rated when issued, and (ii) certain net interest margin securities (the “"NIMS”") if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “"Indenture”") and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is continuing. Notwithstanding anything herein to the contrary, Party A shall have a right to assign all of its rights and to delegate all of its obligations under this Transaction to the Credit Support Provider, without obtaining prior consent of any person.