Common use of Automatic Early Termination Clause in Contracts

Automatic Early Termination. The Automatic Early Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B; provided, however, that for Party A (i) where the Event of Default specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or, to the extent analogous thereto, (8) of the ISDA Form, is governed by a system of law which does not permit termination to take place after the occurrence of the relevant Event of Default, then the Automatic Early Termination provision of Section 6(a) of the ISDA Form will apply to the Defaulting Party for purpose of such Event of Default, and (ii) to the extent that Section 6(a) of the ISDA Form is applicable, the second sentence of Section 6(a) of the ISDA Form shall only apply with respect to an Event of Default specified in Section 5(a)(vii)(4) of the ISDA Form or, to the extent analogous thereto, Section 5(a)(vii)(8) of the ISDA Form, if the relevant petition is presented to a court or other authority in the jurisdiction where the Defaulting Party is incorporated. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission at ▇▇-▇▇-▇▇▇▇-▇▇▇▇ (Derivative Documentation). If you have any questions regarding payments or resets, please contact Derivative Documentation at ▇▇-▇▇-▇▇▇▇-▇▇▇▇. We are happy to have completed this transaction with you. Yours sincerely, DEUTSCHE BANK AG, NEW YORK BRANCH By: ________________________ Name: Title Accepted and confirmed as of the date first above written: Long Beach Mortgage Company By: ________________________ Name ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title First Vice President For use with Reference Number N299281N, N299287N Schedule A Subordinate From and Calculation Period Including To but Excluding Notional Amount ($) Cap Rate (%) ------------------ ------------ ---------------- ------------------ -------------- 1 5/25/2004 6/25/2004 $247,100,000 6.03% 2 6/25/2004 7/25/2004 $247,100,000 6.23% 3 7/25/2004 8/25/2004 $247,100,000 6.03% 4 8/25/2004 9/25/2004 $247,100,000 6.03% 5 9/25/2004 10/25/2004 $247,100,000 6.24% 6 10/25/2004 11/25/2004 $247,100,000 6.04% 7 11/25/2004 12/25/2004 $247,100,000 6.24% 8 12/25/2004 1/25/2004 $247,100,000 6.04% 9 1/25/2004 2/25/2005 $247,100,000 6.04% 10 2/25/2005 3/25/2005 $247,100,000 6.69% 11 3/25/2005 4/25/2005 $247,100,000 6.05% 12 4/25/2005 5/25/2005 $247,100,000 6.25% 13 5/25/2005 6/25/2005 $247,100,000 6.05% 14 6/25/2005 7/25/2005 $247,100,000 6.25% 15 7/25/2005 8/25/2005 $247,100,000 6.05% 16 8/25/2005 9/25/2005 $247,100,000 6.05% 17 9/25/2005 10/25/2005 $247,100,000 6.25% 18 10/25/2005 11/25/2005 $247,100,000 6.05% 19 11/25/2005 12/25/2005 $247,100,000 6.26% 20 12/25/2005 1/25/2006 $247,100,000 6.05% 21 1/25/2006 2/25/2006 $247,100,000 6.06% 22 2/25/2006 3/25/2006 $247,100,000 7.48% 23 3/25/2006 4/25/2006 $247,100,000 6.78% 24 4/25/2006 5/25/2006 $247,100,000 7.01% 25 5/25/2006 6/25/2006 $247,100,000 6.79% 26 6/25/2006 7/25/2006 $247,100,000 7.01% 27 7/25/2006 8/25/2006 $247,100,000 6.79% 28 8/25/2006 9/25/2006 $247,100,000 7.47% 29 9/25/2006 10/25/2006 $247,100,000 7.75% 30 10/25/2006 11/25/2006 $247,100,000 7.51% 31 11/25/2006 12/25/2006 $247,100,000 7.76% 32 12/25/2006 1/25/2007 $247,100,000 7.50% 33 1/25/2007 2/25/2007 $247,100,000 7.51% 34 2/25/2007 3/25/2007 $247,100,000 9.09% 35 3/25/2007 4/25/2007 $247,100,000 8.27% 36 4/25/2007 5/25/2007 $247,100,000 8.55% 37 5/25/2007 6/25/2007 $235,301,586 8.27% 38 6/25/2007 7/25/2007 $220,566,201 8.55% 39 7/25/2007 8/25/2007 $206,206,632 8.27% 40 8/25/2007 9/25/2007 $192,213,578 8.95% 41 9/25/2007 10/25/2007 $178,618,883 9.28% 42 10/25/2007 11/25/2007 $168,009,286 8.99% 43 11/25/2007 12/25/2007 $163,147,191 9.29% 44 12/25/2007 1/25/2008 $158,970,530 8.99% 45 1/25/2008 2/25/2008 $154,900,127 8.99% ▇▇▇▇▇▇▇ ▇-▇ FORM OF CAP ASSIGNMENT AGREEMENT

Automatic Early Termination. The Automatic Early Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B; provided, however, that for Party A (i) where the Event of Default specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or, to the extent analogous thereto, (8) of the ISDA Form, is governed by a system of law which does not permit termination to take place after the occurrence of the relevant Event of Default, then the Automatic Early Termination provision of Section 6(a) of the ISDA Form will apply to the Defaulting Party for purpose of such Event of Default, and (ii) to the extent that Section 6(a) of the ISDA Form is applicable, the second sentence of Section 6(a) of the ISDA Form shall only apply with respect to an Event of Default specified in Section 5(a)(vii)(4) of the ISDA Form or, to the extent analogous thereto, Section 5(a)(vii)(8) of the ISDA Form, if the relevant petition is presented to a court or other authority in the jurisdiction where the Defaulting Party is incorporated. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission at ▇▇-▇▇-▇▇▇▇-▇▇▇▇ (Derivative Documentation). If you have any questions regarding payments or resets, please contact Derivative Documentation at ▇▇-▇▇-▇▇▇▇-▇▇▇▇. We are happy to have completed this transaction with you. Yours sincerely, DEUTSCHE BANK AG, NEW YORK BRANCH By: ________________________ Name: Title Title: Accepted and confirmed as of the date first above written: Long Beach Mortgage Company By: ________________________ Name Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title Title: First Vice President For use with Reference Number N299281NN299270N, N299287N N299292N Schedule A Subordinate Class A-2/3/4 From and Calculation Period Including To but Excluding Notional Amount ($) Cap Rate (%) ------------------ ------------ ---------------- ------------------ -------------- ------------------- ----------- ----------------- ------------------- ------------- 1 5/25/2004 6/25/2004 $247,100,000 6.03291,936,878 5.80% 2 6/25/2004 7/25/2004 $247,100,000 6.23283,206,137 5.99% 3 7/25/2004 8/25/2004 $247,100,000 6.03274,632,424 5.80% 4 8/25/2004 9/25/2004 $247,100,000 6.03266,210,829 5.81% 5 9/25/2004 10/25/2004 $247,100,000 6.24257,937,307 6.01% 6 10/25/2004 11/25/2004 $247,100,000 6.04249,807,709 5.81% 7 11/25/2004 12/25/2004 $247,100,000 6.24241,818,062 6.01% 8 12/25/2004 1/25/2004 $247,100,000 6.04233,965,218 5.81% 9 1/25/2004 2/25/2005 $247,100,000 6.04226,247,628 5.81% 10 2/25/2005 3/25/2005 $247,100,000 6.69218,666,332 6.45% 11 3/25/2005 4/25/2005 $247,100,000 6.05211,273,510 5.83% 12 4/25/2005 5/25/2005 $247,100,000 6.25204,073,930 6.02% 13 5/25/2005 6/25/2005 $247,100,000 6.05197,062,271 5.83% 14 6/25/2005 7/25/2005 $247,100,000 6.25190,233,676 6.02% 15 7/25/2005 8/25/2005 $247,100,000 6.05183,583,353 5.83% 16 8/25/2005 9/25/2005 $247,100,000 6.05177,106,665 5.84% 17 9/25/2005 10/25/2005 $247,100,000 6.25170,799,327 6.04% 18 10/25/2005 11/25/2005 $247,100,000 6.05164,656,914 5.84% 19 11/25/2005 12/25/2005 $247,100,000 6.26158,674,913 6.04% 20 12/25/2005 1/25/2006 $247,100,000 6.05152,849,213 5.85% 21 1/25/2006 2/25/2006 $247,100,000 6.06147,175,686 5.86% 22 2/25/2006 3/25/2006 $247,100,000 7.48141,650,715 7.34% 23 3/25/2006 4/25/2006 $247,100,000 6.78136,297,788 6.64% 24 4/25/2006 5/25/2006 $247,100,000 7.01131,084,399 6.88% 25 5/25/2006 6/25/2006 $247,100,000 6.79126,003,155 6.66% 26 6/25/2006 7/25/2006 $247,100,000 7.01121,054,163 6.88% 27 7/25/2006 8/25/2006 $247,100,000 6.79116,233,949 6.67% 28 8/25/2006 9/25/2006 $247,100,000 7.47111,539,430 7.43% 29 9/25/2006 10/25/2006 $247,100,000 7.75106,987,473 7.69% 30 10/25/2006 11/25/2006 $247,100,000 7.51102,553,775 7.46% 31 11/25/2006 12/25/2006 $247,100,000 7.7698,235,536 7.71% 32 12/25/2006 1/25/2007 $247,100,000 7.5094,029,272 7.46% 33 1/25/2007 2/25/2007 $247,100,000 7.5189,932,056 7.47% 34 2/25/2007 3/25/2007 $247,100,000 9.0985,941,260 9.13% 35 3/25/2007 4/25/2007 $247,100,000 8.2782,069,746 8.30% 36 4/25/2007 5/25/2007 $247,100,000 8.5578,299,367 8.60% 37 5/25/2007 6/25/2007 $235,301,586 8.2778,299,367 8.32% 38 6/25/2007 7/25/2007 $220,566,201 8.5578,299,367 8.60% 39 7/25/2007 8/25/2007 $206,206,632 8.2778,299,367 8.33% 40 8/25/2007 9/25/2007 $192,213,578 8.9578,299,367 9.08% 41 9/25/2007 10/25/2007 $178,618,883 9.2878,299,367 9.41% 42 10/25/2007 11/25/2007 $168,009,286 8.9978,299,367 9.12% 43 11/25/2007 12/25/2007 $163,147,191 9.2976,830,218 9.42% 44 12/25/2007 1/25/2008 $158,970,530 8.9974,837,382 9.12% 45 1/25/2008 2/25/2008 $154,900,127 8.9972,895,896 9.13% ▇-▇-▇▇ ▇▇▇▇▇▇▇ ▇-▇ FORM OF SUBORDINATE CAP ASSIGNMENT AGREEMENTAGREEMENT Subordinate Cap Agreement 19 April 2004 TRANSACTION To: Long Beach Mortgage Company Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇ CC: Deutsche Bank Securities Attn.: ▇▇▇▇ ▇▇▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇ Our Reference: N299281N, N299287N The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Long Beach Mortgage Company, a corporation organized under the laws of the State of Delaware, and Deutsche Bank AG, New York branch ("DB") (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. ("ISDA")) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 1. This Confirmation evidences a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this Confirmation relates and will constitute a Confirmation subject to the terms and conditions of the 1992 Master Agreement (Multicurrency - Cross Border) in the form published by ISDA, which is incorporated by reference hereby, except as expressly modified herein (the "ISDA Form") but without any Schedule except for the election of (i) the laws of the State of New York (without reference to choice of law doctrine other than New York General Obligations Law Section 5-1401) as the governing law, (ii) USD as the Termination Currency; and (iii) that Party A and Party B will make the representations in Section (a) "Payer Representations" of Part 2 "Tax Representations" of the Schedule to the ISDA Form. Each party will make each payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of the account specified below, in freely transferable funds and in the manner customary for payments in the required currency. If on any date amounts would otherwise be payable in the same currency by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine other than New York General Obligations Law Section 5-1401. Each party irrevocably agrees that the courts of the State of New York located in the Borough of Manhattan and the United States District Court for the Southern District of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Confirmation and for such purposes hereby irrevocably submits to the jurisdiction of such courts. Each party waives any objection which it may have now or in the future to the laying of venue of any suit, action or proceeding in the above courts and agrees not to claim that either court is an inconvenient forum. Additionally to the fullest extent permitted by applicable law, each party waives its respective right to jury trial with respect to any suit, action or proceeding arising under, or in connection with, this Confirmation.

Automatic Early Termination. The Automatic Early Termination provisions of Section 6(a) of the ISDA Form will not apply to Party A or Party B; provided, however, that for Party A (i) where the Event of Default specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or, to the extent analogous thereto, (8) of the ISDA Form, is governed by a system of law which does not permit termination to take place after the occurrence of the relevant Event of Default, then the Automatic Early Termination provision of Section 6(a) of the ISDA Form will apply to the Defaulting Party for purpose of such Event of Default, and (ii) to the extent that Section 6(a) of the ISDA Form is applicable, the second sentence of Section 6(a) of the ISDA Form shall only apply with respect to an Event of Default specified in Section 5(a)(vii)(4) of the ISDA Form or, to the extent analogous thereto, Section 5(a)(vii)(8) of the ISDA Form, if the relevant petition is presented to a court or other authority in the jurisdiction where the Defaulting Party is incorporated. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission at (212) 597-8592. No hard cop▇ ▇▇ ▇▇-▇▇-▇ ▇▇▇▇-irmation will follow. If you require hard copies, please contact Documentation Unit, WestLB AG, Woolgate E▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ (Derivative Documentation)▇▇reet, Londo▇, ▇▇▇▇ ▇▇▇ ▇▇▇: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇. If ▇▇ you have any questions ha▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ regarding payments or resets, please contact Derivative Documentation our Business Area Control Group at (212) 597-8580. W▇ ▇▇-▇▇-▇ ▇▇▇▇-▇ ▇▇▇▇. We are happy to ▇ have completed this transaction with you. Yours sincerely, DEUTSCHE BANK WESTLB AG, NEW YORK BRANCH By: ________________________ Name: Title Accepted and confirmed as of the date first above writtenTitle: Long Beach Mortgage Company By: ________________________ Name ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title First Vice President Name: Title: Accepted and confirmed as of the date first above written: Deutsche Bank National Trust Company, not individually, but solely as Trustee (the "Trustee") under the Pooling and Servicing Agreement dated 01 June 2003 among Long Beach Securities Corp., as Depositor, Long Beach Mortgage Company, as Master Servicer and the Trustee on behalf of Long Beach Mortgage Loan Trust 2003-3 By: ________________________ Name: Title: By: ________________________ Name: Title: Schedule A For use with Reference Number N299281N, N299287N Schedule A Subordinate 260589N (All dates subject to adjustment in accordance with the modified following business day convention) From and Calculation To but Notional Cap Period Including To but Excluding Notional Amount ($) Cap Rate (%) ------------------ --------- ----------- ----------- ------------ ---------------- ------------------ -------------- ------- 1 5/25/2004 6/25/2004 $247,100,000 6.0305-Jun-03 25-Jul-03 $ 0 0.00% 2 6/25/2004 7/25/2004 $247,100,000 6.2325-Jul-03 25-Aug-03 875,700,000 7.21% 3 7/25/2004 8/25/2004 $247,100,000 6.0325-Aug-03 25-Sep-03 859,825,108 7.21% 4 8/25/2004 9/25/2004 $247,100,000 6.0325-Sep-03 25-Oct-03 840,033,664 7.45% 5 9/25/2004 10/25/2004 $247,100,000 6.2425-Oct-03 25-Nov-03 820,428,017 7.21% 6 10/25/2004 11/25/2004 $247,100,000 6.0425-Nov-03 25-Dec-03 801,001,394 7.45% 7 11/25/2004 12/25/2004 $247,100,000 6.2425-Dec-03 25-Jan-04 781,748,354 7.21% 8 12/25/2004 1/25/2004 $247,100,000 6.0425-Jan-04 25-Feb-04 762,665,103 7.21% 9 1/25/2004 2/25/2005 $247,100,000 6.0425-Feb-04 25-Mar-04 743,749,487 7.71% 10 2/25/2005 3/25/2005 $247,100,000 6.6925-Mar-04 25-Apr-04 725,005,769 7.21% 11 3/25/2005 4/25/2005 $247,100,000 6.0525-Apr-04 25-May-04 706,446,880 7.45% 12 4/25/2005 5/25/2005 $247,100,000 6.2525-May-04 25-Jun-04 688,357,923 7.21% 13 5/25/2005 6/25/2005 $247,100,000 6.0525-Jun-04 25-Jul-04 670,730,468 7.45% 14 6/25/2005 7/25/2005 $247,100,000 6.2525-Jul-04 25-Aug-04 653,552,689 7.21% 15 7/25/2005 8/25/2005 $247,100,000 6.0525-Aug-04 25-Sep-04 636,813,128 7.21% 16 8/25/2005 9/25/2005 $247,100,000 6.0525-Sep-04 25-Oct-04 620,500,623 7.45% 17 9/25/2005 10/25/2005 $247,100,000 6.2525-Oct-04 25-Nov-04 604,604,336 7.21% 18 10/25/2005 11/25/2005 $247,100,000 6.0525-Nov-04 25-Dec-04 589,113,689 7.45% 19 11/25/2005 12/25/2005 $247,100,000 6.2625-Dec-04 25-Jan-05 574,018,288 7.21% 20 12/25/2005 1/25/2006 $247,100,000 6.0525-Jan-05 25-Feb-05 559,308,055 7.21% 21 1/25/2006 2/25/2006 $247,100,000 6.0625-Feb-05 25-Mar-05 544,973,179 7.99% 22 2/25/2006 3/25/2006 $247,100,000 7.4825-Mar-05 25-Apr-05 531,004,157 7.22% 23 3/25/2006 4/25/2006 $247,100,000 6.78% 24 4/25/2006 5/25/2006 $247,100,000 7.01% 25 5/25/2006 6/25/2006 $247,100,000 6.79% 26 6/25/2006 7/25/2006 $247,100,000 7.01% 27 7/25/2006 8/25/2006 $247,100,000 6.79% 28 8/25/2006 9/25/2006 $247,100,000 7.47% 29 9/25/2006 10/25/2006 $247,100,000 7.75% 30 10/25/2006 11/25/2006 $247,100,000 7.51% 31 11/25/2006 12/25/2006 $247,100,000 7.76% 32 12/25/2006 1/25/2007 $247,100,000 7.50% 33 1/25/2007 2/25/2007 $247,100,000 7.51% 34 2/25/2007 3/25/2007 $247,100,000 9.09% 35 3/25/2007 4/25/2007 $247,100,000 8.27% 36 4/25/2007 5/25/2007 $247,100,000 8.55% 37 5/25/2007 6/25/2007 $235,301,586 8.27% 38 6/25/2007 7/25/2007 $220,566,201 8.55% 39 7/25/2007 8/25/2007 $206,206,632 8.27% 40 8/25/2007 9/25/2007 $192,213,578 8.95% 41 9/25/2007 10/25/2007 $178,618,883 9.28% 42 10/25/2007 11/25/2007 $168,009,286 8.99% 43 11/25/2007 12/25/2007 $163,147,191 9.29% 44 12/25/2007 1/25/2008 $158,970,530 8.99% 45 1/25/2008 2/25/2008 $154,900,127 8.99% ▇▇▇▇▇▇▇ ▇-▇ EXHIBIT C FORM OF CAP ASSIGNMENT AGREEMENTMORTGAGE LOAN PURCHASE AGREEMENT MORTGAGE LOAN PURCHASE AGREEMENT This is a Mortgage Loan Purchase Agreement (the "Agreement"), dated May 29, 2003, between Long Beach Securities Corp., a Delaware corporation (the "Purchaser") and Long Beach Mortgage Company, a Delaware corporation (the "Seller").