Common use of Long Beach Acceptance Corp Clause in Contracts

Long Beach Acceptance Corp. By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- [SUBSERVICER'S NAME] By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- G-2 EXHIBIT G - ANNEX A to Custodial Letter [Form of Transfer Notice] [Long Beach Acceptance Corp. Xxx Xxxx Xxxxxx Drive Paramus, New Jersey 07652 Telecopy: (000) 000-0000] [Subservicer (the "Subservicer") Address Address Telecopy:_______________________] Ladies and Gentlemen: Reference is made to the Sale and Servicing Agreement, dated as of December 1, 1999 (the "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 1999-2, a Delaware business trust, as issuer (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as trust collateral agent, back-up servicer and custodian. Capitalized terms used but not defined in this letter have the meanings set forth in the Sale and Servicing Agreement. The possession of the Legal Files relating to the Receivables listed in Annex A is transferred to you IN TRUST for the Issuer, the Indenture Trustee, the Note Holders and the Note Insurer, subject to the terms and provisions of the Sale and Servicing Agreement, and subject to the Custodial Letter you executed pursuant to Section 3.5(c) of the Sale and Servicing Agreement. Very truly yours, THE CHASE MANHATTAN BANK By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- G-3 EXHIBIT G - ANNEX A to Transfer Notice

Long Beach Acceptance Corp. Bythe Trustee or any of their respective affiliates, except to the extent described below.) NUMBER R-___________ CUSIP No. __________ $____________ (of Final Scheduled $___________ issued) Distribution Date: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- [SUBSERVICER'S NAME] By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- G-2 EXHIBIT G - ANNEX A to Custodial Letter [Form ------------, ---- THIS CERTIFIES THAT _____________ is the registered owner of Transfer Notice] [a ______________ Dollars ($_________) nonassessable, fully-paid, beneficial ownership interest in the Long Beach Acceptance Corp. Xxx Xxxx Xxxxxx Drive Paramus, New Jersey 07652 Telecopy: (000) 000-0000] [Subservicer Auto Receivables Trust 20__-_ (the "SubservicerTrust") Address Address Telecopy:formed by Long Beach Acceptance Receivables Corp., a Delaware corporation (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of _____________, 20__ (the "Agreement") among the Depositor, Long Beach Acceptance Corp., as originator and as servicer (the "Servicer") and [Name of trustee] of __________________, as trustee (the "Trustee"), Custodian, Collateral Agent and Back-up Servicer, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as "____% Asset Backed Certificates, Class A" (herein called the "Class A Certificates"). Also issued under the Agreement are Certificates designated as "Excess Cash Flow Certificates" (the "Excess Cash Flow Certificates"). The Class A Certificates and the Excess Cash Flow Certificates are hereinafter collectively called the "Certificates". This Class A Certificate is issued under and is subject to the terms, provisions, and conditions of the Agreement, to which Agreement the Holder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The property of the Trust includes (i) a pool of retail installment sale contracts for new and used automobiles, vans, sport utility vehicles and light duty trucks (the "Receivables"), and with respect to Precomputed Receivables, all monies received thereon after the close of business on ___________, _____ (the "[Initial] Ladies Cutoff Date") in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables] (including [in each case] Scheduled Payments due or to become due thereon on and Gentlemen: after the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables,] and Scheduled Payments due prior to the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables,] but received on or after the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables]), principal prepayments relating to such Scheduled Payments due on or after the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables,] but received by the Depositor or LBAC before the [Initial] Cutoff Date in the case of the [Initial] Receivables, and any Payaheads received with respect to payments due on the [Initial] Receivables on or after the [Initial] Cutoff Date (which Payaheads shall be held in the Payahead Account until the Collection Period in which such payments are actually due with respect to the related Receivable, at which time such Payaheads shall be applied as a component of the Total Distribution Amount), ]or the related Subsequent Cutoff Date in the case of the Subsequent Receivables,] and with respect to Simple Interest Receivables, all monies received thereunder on and after the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables] (including in each case Scheduled Payments due before the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables,] but received by the Depositor or LBAC on or after the [Initial] Cutoff Date in the case of the [Initial] Receivables, [or the related Subsequent Cutoff Date in the case of the Subsequent Receivables),] security interests in the vehicles financed thereby, proceeds from claims on certain insurance policies and certain other rights under the Agreement, certain bank accounts and the proceeds thereof, all right, title and interest of the Depositor in and to the Purchase Agreement, all right, title and interest of the Depositor in and to certain refunds, the Receivable Files related to each Receivable and the proceeds of any or all of the foregoing; [and (ii) a Financial Guaranty Insurance Policy issued for the benefit of the Class A Certificateholders by _______________ (the "Policy").] Under the Agreement, there will be distributed on the __th day of each month or, if such __th day is not a Business Day, the next Business Day (the "Distribution Date"), commencing on ____________, _____, to the person in whose name this Class A Certificate is registered at the close of business on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs (the "Record Date"), such Class A Certificateholder's percentage interest (determined by dividing the denominations of this Class A Certificate by the aggregate original denomination of all Class A Certificates) in the amounts distributed to Class A Certificateholders pursuant to the Agreement. [Full and complete payment of the Class A Distributable Amount on each Distribution Date is unconditionally and irrevocably guaranteed pursuant to the Policy.] Distributions on this Class A Certificate will be made by the Trustee by (i) wire transfer, in immediately available funds to the account of such Class A Certificateholder at a bank or other entity having appropriate facilities therefor, if such Class A Certificateholder is the Clearing Agency or such Class A Certificateholder's Class A Certificates in the aggregate evidence a denomination of at least $1,000,000, and, if such Class A Certificateholder shall have provided to the Trustee appropriate instructions prior to such Distribution Date, or (ii) by check mailed to the Class A Certificateholder of record in the Certificate Register without the presentation or surrender of this Class A Certificate or the making of any notation hereon. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Class A Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Class A Certificate at the office or agency maintained for that purpose by the Trustee specified in such notice. [Under the Agreement, the Trustee and Certificateholders agree that the Certificate Insurer shall be subrogated to all of the rights to payment of the Class A Certificateholders or in relation thereto to the extent that any payment of principal or interest was made to such Class A Certificateholders with payments made under the Policy by the Certificate Insurer.] [As provided in the Agreement, so long as no Insurer Default has occurred and is continuing, with certain exceptions whenever Class A Certificateholder action, consent or approval is required under the Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Class A Certificateholders if the Certificate Insurer agrees to take such action or give such consent or approval.] [If an Insurer Default shall have occurred and is continuing,] no Certificateholder shall have any right by virtue or by availing itself of any provisions of the Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to the Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as provided in the Agreement and unless also the Holders of Certificates evidencing not less than 51% of the sum of the Class A Certificate Balance shall have made written request upon the trustee to institute such action, suit or proceeding in its own name as trustee under the Agreement. The rights of the Class A Certificateholders are subject to certain limitations as set forth in Section 11.3 of the Agreement. Reference is hereby made to the Sale and Servicing Agreementfurther provisions of this Class A Certificate set forth on the reverse hereof, dated as of December 1, 1999 (the "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 1999-2, a Delaware business trust, as issuer (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as trust collateral agent, back-up servicer and custodian. Capitalized terms used but not defined in this letter which further provisions shall for all purposes have the meanings same effect as if set forth in at this place. Unless the Sale and Servicing Agreement. The possession certificate of authentication hereon shall have been executed by an authorized officer of the Legal Files relating to the Receivables listed in Annex A is transferred to you IN TRUST for the Issuer, the Indenture Trustee, by manual signature, this Class A Certificate shall not entitle the Note Holders and Holder hereof to any benefit under the Note Insurer, subject to the terms and provisions of the Sale and Servicing Agreement, and subject to the Custodial Letter you executed pursuant to Section 3.5(c) of the Sale and Servicing Agreement. Very truly yours, THE CHASE MANHATTAN BANK By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- G-3 EXHIBIT G - ANNEX A to Transfer NoticeAgreement or be valid for any purpose.

Long Beach Acceptance Corp. By: ---------------------------------------------- -------------------------------------- Name: -------------------------------------------- -------------------------------------- Title: ------------------------------------------- ------------------------------------- [SUBSERVICER'S NAME] By: ---------------------------------------------- -------------------------------------- Name: -------------------------------------------- -------------------------------------- Title: ------------------------------------------- ------------------------------------- G-2 EXHIBIT G - ANNEX A to Custodial Letter [Form of Transfer Notice] [Long Beach Acceptance Corp. Xxx Xxxx Xxxxxx Drive Paramus, New Jersey 07652 Telecopy: (000) 000-0000] [Subservicer (the "Subservicer") Address Address Telecopy:_______________________] Ladies and Gentlemen: Reference is made to the Sale and Servicing Agreement, dated as of December June 1, 1999 2000 (the "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 19992000-21, a Delaware business trust, as issuer (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as trust collateral agent, back-up servicer and custodian. Capitalized terms used but not defined in this letter have the meanings set forth in the Sale and Servicing Agreement. The possession of the Legal Files relating to the Receivables listed in Annex A is transferred to you IN TRUST for the Issuer, the Indenture Trustee, the Note Holders and the Note Insurer, subject to the terms and provisions of the Sale and Servicing Agreement, and subject to the Custodial Letter you executed pursuant to Section 3.5(c) of the Sale and Servicing Agreement. Very truly yours, THE CHASE MANHATTAN BANK By: ---------------------------------------------- Name: -------------------------------------------- ---------------------------------------------- Title: ------------------------------------------- --------------------------------------------- G-3 EXHIBIT G - ANNEX A to Transfer Notice

Long Beach Acceptance Corp. By: ---------------------------------------------- -------------------------- Name: -------------------------------------------- ------------------------ Title: ------------------------------------------- ------------------------ [SUBSERVICER'S NAME] By: ---------------------------------------------- -------------------------- Name: -------------------------------------------- ------------------------ Title: ------------------------------------------- G-2 ------------------------ M-2 EXHIBIT G M - ANNEX A to Custodial Letter [Form of Transfer Notice] [Long Beach Acceptance Corp. Xxx Xxxx Xxxxxx Drive Paramus, New Jersey 07652 Telecopy: (000) 000-0000] [Subservicer (the "Subservicer") Address Address Telecopy:_______________________] Ladies and Gentlemen: Reference is made to the Sale Pooling and Servicing Agreement, Agreement dated as of December November 1, 1999 1998 (the "Sale Pooling and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware corporation, as originator and servicerCHASE BANK OF TEXAS, LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 1999-2NATIONAL ASSOCIATION, a Delaware business trustnational banking association, as issuer (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as trust collateral agenttrustee, back-up servicer and custodian. Capitalized terms used but not defined in this letter have the meanings set forth in the Sale Pooling and Servicing Agreement. The possession of the Legal Files relating to the Receivables listed in Annex A is transferred to you IN TRUST for the IssuerTrust, the Indenture Trustee, the Note Holders Trustee and the Note Certificate Insurer, subject to the terms and provisions of the Sale Pooling and Servicing Agreement, and subject to the Custodial Letter you executed pursuant to Section 3.5(c2.8(c) of the Sale Pooling and Servicing Agreement. Very truly yours, THE CHASE MANHATTAN BANK OF TEXAS, NATIONAL ASSOCIATION By: ---------------------------------------------- ------------------------ Name: -------------------------------------------- ---------------------- Title: ------------------------------------------- G-3 --------------------- M-3 EXHIBIT G M - ANNEX A to Transfer Notice