Common use of GUARANTOR AND LENDER Clause in Contracts

GUARANTOR AND LENDER. The Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by the Amendment, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation the Additional Advance made under and as defined in the 98-2 Agreement, the Third Additional Advance made under and as defined in the 99-1 Agreement, the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 2000-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreement) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. By: __________________________ Name: Title: EXHIBIT C [AMC LETTERHEAD] June 13, 2001 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen:

GUARANTOR AND LENDER. The Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 200099-2 Agreement, each as amended by the Amendment, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "97-1 Agreement," the "97-2 Agreement," the "98-1 Agreement", ," the "98-2 Agreement", ," the "99-1 Agreement", " and the "99-2 Agreement", the "2000-1 Agreement," and the 2000-2 Agreement, respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation the Additional Advance made under and as defined in each of the 9897-1 Agreement, the 97-2 Agreement, the Third Additional Advance made under 99-1 Agreement and as defined in the 99-1 Agreement, 2 Agreement and the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 200098-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreement) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, Guarantees remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. By: __________________________ Name: Title: EXHIBIT C D [AMC LETTERHEAD] June 13April 14, 2001 2000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen:

GUARANTOR AND LENDER. The Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by the Amendment, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "97-2 Agreement", the "98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation the Third Additional Advance made under and as defined in the 98-2 Agreement, the Third Additional Advance made under 1 Agreement and as defined in the 99-1 Agreement, the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 2000-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreement) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. By: __________________________ ----------------------------------- Name: Title: EXHIBIT C [AMC LETTERHEAD] June 13, 2001 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen:

GUARANTOR AND LENDER. The Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, Agreement and the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by the AmendmentOmnibus Amendment Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "97-1 Agreement," the "97-2 Agreement," the "98-1 Agreement", " and the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement," and the 2000-2 Agreement, respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation the Additional Advance made under and as defined limitation, in the case of the 98-2 Agreement, the Third Additional Advance made under and as defined in the 99-1 Agreement, the Second Additional Advance made under thereunder, and as defined in the 99case of the 98-2 Agreement, the Additional Advance made under and as defined in the 2000-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreementthereunder) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, Guarantees remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. By: __________________________ Name: Title: EXHIBIT C D [AMC LETTERHEADXXXXXXXXXX] June 13Xxxxx 00, 2001 Greenwich Capital 0000 Xxxxxxxxx Xxxxxxx Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen:

GUARANTOR AND LENDER. The Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, Agreement and the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by the AmendmentOmnibus Amendment Agreement and the Second Omnibus Amendment Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "97-1 Agreement," the "97-2 Agreement," the "98-1 Agreement", the "98-2 Agreement", " and the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable AMC Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower LBAC when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the LBAC Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation limitation, in the Additional Advance made under and as defined in case of the 98-2 Agreement, the Third Additional Advance made under and as defined in the 99-1 Agreement, the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 2000-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreementthereunder) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "LBAC Obligations" under the related AMC Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, AMC Guarantees remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. AMERIQUEST MORTGAGE COMPANY By: __________________________ Name: Title: EXHIBIT C [AMC LETTERHEAD] June 13E GREENWICH CAPITAL FINANCIAL PRODUCTS, 2001 INC. PROMISSORY NOTE August 12, 1999 Amount: U.S. $6,500,000.00 FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the "Borrower") unconditionally promises to pay on the Maturity Date (as defined in the Agreement referred to below) to the order of Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx(the "Lender") in Federal or other immediately available funds in lawful money of the United States the principal sum of six million five hundred thousand dollars (U.S. $6,500,000.00) or, Xxxxxxxxxxx 00000 Ladies if less, the aggregate unpaid principal amount of the Loans made by Lender to Borrower pursuant to the Agreement, and Gentlemen:to pay interest thereon from the date hereof until this Note is repaid in like money at the rates per annum and in the manner set forth in the Agreement. The principal of and interest on this Note shall be payable in immediately available funds without set-off or counterclaim, in the manner set forth in the Agreement. This Note is issued pursuant to the terms of a Credit and Security Agreement dated as of November 25, 1998 among Borrower, Lender and Long Beach Acceptance Corp., as Guarantor (as amended from time to time, the "Agreement"), and is subject to the terms thereof and is entitled to the benefits therein provided. Upon the occurrence of an Event of Default (as defined in the Agreement), the principal of and accrued interest on this Note may be declared due and payable in the manner and with the effect provided in the Agreement, without presentment, demand, protest or notice of any kind, each of which is hereby expressly waived by Borrower. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. LONG BEACH ACCEPTANCE RECEIVABLES CORP. By: __________________________________ Name: Title: OMNIBUS AMENDMENT AGREEMENT NO. 3 This OMNIBUS AMENDMENT AGREEMENT NO. 3, dated as of April 14, 2000 (this "Amendment"), is made among (i) LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation ("Borrower"), (ii) LONG BEACH ACCEPTANCE CORP., a Delaware corporation ("Guarantor"), and (iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation ("Lender").

GUARANTOR AND LENDER. The Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 1 Agreement, each as amended by the Amendment, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "97-2 Agreement", the "98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement", " and the "2000-1 Agreement" and the 2000-2 Agreement", respectively, and collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation the Additional Advance made under and as defined in each of the 9897-2 Agreement, the Third Additional Advance made under 99-1 Agreement and as defined in the 99-1 Agreement, 2 Agreement and the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 200098-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreement) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: ------------------- GREENWICH CAPITAL MARKETS, INC. By: __________________________ ----------------------------------- Name: Title: EXHIBIT C [AMC LETTERHEAD] June December 13, 2001 2000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen:

GUARANTOR AND LENDER. The Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, Agreement and the Original 99-1 Agreement, the Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by the AmendmentOmnibus Amendment Agreement and the Second Omnibus Amendment Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the respective terms thereof are referred to herein as the "9897-1 Agreement", "97-2 Agreement," the "98-1 Agreement," the "98-2 Agreement", ," and the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively, and and, collectively, the "Residual Financing Agreements", and each individually, a "Residual Financing Agreement". Capitalized terms used but not otherwise defined herein are used as defined in the applicable Guarantee. For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we hereby agree and confirm that (i) we unconditionally and irrevocably guarantee to Lender, or any successor in interest of Lender, the due, punctual and complete payment and performance by Borrower when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for repayment or prepayment or otherwise, of the Obligations, (ii) all Loans outstanding under each Residual Financing Agreement (including without limitation limitation, in the Additional Advance made under and as defined in case of the 98-2 Agreement, the Third Additional Advance made under and as defined in the 99-1 Agreement, the Second Additional Advance made under and as defined in the 99-2 Agreement, the Additional Advance made under and as defined in the 2000-1 Agreement and the Additional Advance made under and as defined in the 2000-2 Agreementthereunder) (in each case together with interest accrued thereon pursuant to the terms of such Residual Financing Agreement) shall constitute "Obligations" under such Residual Financing Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall constitute "Obligations" under the related Guarantee, and (iv) all of the terms of the Guarantees, as amended, supplemented or otherwise modified prior to the date hereof and as confirmed by this letter, Guarantees remain in full force and effect and are hereby ratified and confirmed in all respects. Very truly yours, LONG BEACH ACCEPTANCE CORP. By: __________________________ Name: Title: AGREED AND ACCEPTED: GREENWICH CAPITAL MARKETS, INC. By: __________________________ Name: Title: EXHIBIT C D [AMC LETTERHEAD] June 13August 12, 2001 1999 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Ladies and Gentlemen: