Exhibit
      10.2

    
 

    ANNEX
      A -
      DEFINED TERMS

     

    "Accounts"
      means
      the Collection Account, the Note Account, [the Policy Payments Account and
      the
      Spread Account].

     

    "Accrual
      Period"
      means,
      with respect to any Payment Date, the period from and including the immediately
      preceding Payment Date (or, with respect to the initial Payment Date, the
      Closing Date) to but excluding such current Payment Date.

     

    "Actuarial
      Receivable"
      means
      any Receivable under which the portion of a payment allocable to interest and
      the portion of a payment allocable to principal is determined in accordance
      with
      the "actuarial" method.

     

    "Adjusted
      APR"
      means
      the APR reduced by the annualized rate corresponding to any Monthly Dealer
      Participation Fee.

     

    "Affiliate"
      of any
      Person means any Person who directly or indirectly controls, is controlled
      by,
      or is under direct or indirect common control with such Person. For purposes
      of
      this definition of "Affiliate", the term "control" (including the terms
      "controlling", "controlled by" and "under common control with") means the
      possession, directly or indirectly, of the power to direct or cause a direction
      of the management and policies of a Person, whether through the ownership of
      voting securities, by contract or otherwise.

     

    "Agency
      Agreement"
      means
      the Agency Agreement dated as of March 31, 1997 among Chase Manhattan, LBAC,
      GCFP and other Program Parties as defined therein, as amended, modified or
      supplemented from time to time in accordance with the terms thereof, including
      a
      Program Party Counterpart pursuant to Section 2 thereof among Chase Manhattan,
      as agent thereunder, the Trust Collateral Agent and LBAC, dated as of the
      Closing Date.

     

    "AMC"
      means
      Ameriquest Mortgage Company, a Delaware corporation, or, as applicable, its
      successors.

     

    "Amount
      Financed"
      means,
      with respect to a Receivable, the aggregate amount originally advanced under
      the
      Receivable toward the purchase price of the Financed Vehicle and any related
      costs.

     

    "Annual
      Percentage Rate"
      or
      "APR"
      of a
      Receivable means the annual rate of finance charges stated in the Receivable.
      If
      after the Closing Date, the annual rate with respect to such Receivable as
      of
      the Closing Date, is reduced as a result of (i) an insolvency proceeding
      involving the related Obligor or (ii) pursuant to the Soldiers' and Sailors'
      Civil Relief Act of 1940, as amended, the Annual Percentage Rate or APR shall
      refer to such reduced rate.

     

    "Assignment"
      means
      the assignment dated as of __________, 20__ by LBAC to the Transferor
      substantially in the form of Exhibit A to the Purchase Agreement, pursuant
      to
      which the Receivables are conveyed to the Trust.

     

    "Assumption
      Date"
      has the
      meaning set forth in Section 9.2 of the Sale and Servicing
      Agreement.

     

    
      
        
        

      

      
        Annex
          A - 1

        
          

        

      

      
        
        

      

    

    "Authorized
      Officer"
      means,
      with respect to the Issuer, any officer or agent of the Servicer, as applicable,
      who is authorized to act for the Issuer in accordance with Section 12.1 of
      the
      Sale and Servicing Agreement, in matters relating to the Issuer and who is
      identified on the list of Authorized Officers delivered by the Servicer to
      the
      Indenture Trustee on the Closing Date (as such list may be modified or
      supplemented from time to time thereafter).

     

    "Available
      Funds"
      shall
      mean, for each Payment Date, the sum of the following amounts (without
      duplication) with respect to the related Collection Period: (i) all collections
      on Receivables (including amounts received in connection with extensions,
      rebates or adjustments on Receivables granted by the Servicer pursuant to
      Section 4.2 of the Sale and Servicing Agreement) (ii) Liquidation Proceeds
      received during such Collection Period with respect to Receivables that became
      Liquidated Receivables during such Collection Period in accordance with the
      Servicer's customary servicing procedures; (iii) proceeds from Recoveries with
      respect to Liquidated Receivables; (iv) the Purchase Amount of each Receivable
      that became a Purchased Receivable as of the last day of such Collection Period;
      (v) the amount of any Simple Interest Advance deposited to the Collection
      Account by the Servicer with respect to such Collection Period; and (vi) any
      earnings on investments of funds in the Collection Account; provided that the
      Available Funds with respect to any Payment Date shall not include any Simple
      Interest Excess remitted to the Servicer or deposited in the Spread
      Account.

     

    "Back-up
      Servicer"
      means
      ____________________, in its capacity as Back-up Servicer pursuant to the terms
      of the Servicing Assumption Agreement or such Person as shall have been
      appointed Back-up Servicer pursuant to Section 9.2(c) of the Sale and Servicing
      Agreement.

     

    "Back-up
      Servicer Fee"
      means
      the fee payable to the Back-up Servicer so long as LBAC is the Servicer,
      calculated in the same manner, on the same basis and for the same period as
      the
      Servicing Fee is calculated pursuant to Section 4.8 of the Sale and Servicing
      Agreement, based on the Back-up Servicer Fee Rate rather than the Servicing
      Fee
      Rate.

     

    "Back-up
      Servicer Fee Rate"
      shall
      be __________% per annum, payable monthly.

     

    "Bankruptcy
      Remote Entity"
      means
      any special or limited purpose corporation, partnership or other entity
      generally structured in accordance with the guidelines of one or more nationally
      recognized statistical rating organizations for such entities, whose certificate
      of incorporation, partnership agreement or other governing document includes
      limitations on purpose; limitations on amendments to the certificate of
      incorporation and bylaws, partnership agreement or other governing documents;
      limitations on ability to incur debt; limitations on liquidation, consolidation
      and merger or the sale of all or a substantial part of its assets; covenants
      to
      maintain separateness from affiliates; a special purpose bankruptcy remote
      equity owner, in the case of a partnership; and at least two independent
      directors (of such corporation or of the corporate partner of such
      partnership).

     

    "Basic
      Documents"
      means
      the Sale and Servicing Agreement, the Indenture, the Purchase Agreement, the
      Assignment, [the Spread Account Agreement,] the Trust Agreement, the Notes,
      the
      Certificate, [the Servicer Termination Side Letter, the Insurance Agreement,
      the
      Indemnification Agreement,] the Guarantee, the Underwriting Agreement, [the
      Premium Letter, the Lock-Box Agreement, the Agency Agreement, the Servicing
      Assumption Agreement, the Stock Pledge Agreement,] and [the
      Release].

     

    
      
        
        

      

      
        Annex
          A - 2

        
          

        

      

      
        
        

      

    

    "Business
      Day"
      means
      any day other than a Saturday, a Sunday or a day on which commercial banking
      institutions or trust companies in the City of New York, the State of New
      Jersey, the State of Delaware or the city in which the Corporate Trust Office
      of
      the Trust Collateral Agent or the Owner Trustee is relocated subject to prior
      written notice with respect to such address to the Trust Collateral Agent,
      the
      Servicer and the Note Insurer or any other location of any successor Servicer,
      successor Trust Collateral Agent or successor Owner Trustee shall be authorized
      or obligated by law, executive order, or governmental decree to be
      closed.

     

    "Casualty"
      means,
      with respect to a Financed Vehicle, the total loss or destruction of such
      Financed Vehicle.

     

    "Certificate"
      means
      the trust certificate issued by the Issuer pursuant to the Trust
      Agreement.

     

    "Certificateholder"
      means
      the registered holder of the Certificate as set forth in the certificate
      register maintained by the Owner Trustee pursuant to the Trust
      Agreement.

     

    "Chargeback
      Obligation"
      means,
      with respect to any Receivable liquidated or prepaid in full, any obligation
      of
      a Dealer, as provided by the related Dealer Agreement, to refund to LBAC certain
      portions of amounts previously paid to the Dealer upon origination of such
      Receivable on account of the APR of such Receivable exceeding the related buy
      rate.

     

    "Class
      A Final Scheduled Payment Date"
      means
      the Payment Date in _______________.

     

    "Class
      A Interest Carryover Shortfall"
      means,
      as of the close of business on any Payment Date, the excess of the Class A
      Interest Payment Amount for such Payment Date and (without duplication) any
      outstanding Class A Interest Carryover Shortfall from the preceding Payment
      Date, plus interest on such outstanding Class A Interest Carryover Shortfall,
      to
      the extent permitted by applicable law, at the Class A Note Rate for the related
      Accrual Period (based on the actual number of days elapsed during such Accrual
      Period based on a 360 day year), over the amount of interest actually paid
      to
      the holders of the Class A Notes on such current Payment Date.

     

    "Class
      A Interest Payment Amount"
      means,
      for any Payment Date, an amount equal to the product of (x) [a fraction, the
      numerator of which is the actual number of days elapsed during the related
      Accrual Period and the denominator of which is 360] [1/12th], (y) the Class
      A
      Note Rate and (z) the Class A Note Balance as of such Payment Date (without
      giving effect to any payments to be made on such Payment Date).

     

    "Class
      A Note"
      means
      any one of the _____% Long Beach Acceptance Receivables Trust 20__-_, Class
      A
      Notes, executed by the Owner Trustee on behalf of the Issuer and authenticated
      by the Indenture Trustee in substantially the form set forth in Exhibit A
      attached to the Indenture.

     

    
      
        
        

      

      
        Annex
          A - 3

        
          

        

      

      
        
        

      

    

    "Class
      A Note Balance"
      means
      initially, the Initial Class A Note Balance and, thereafter, the Initial Class
      A
      Note Balance, reduced by all amounts previously distributed to Class A
      Noteholders and allocable to principal.

     

    "Class
      A Note Interest"
      means,
      for any Payment Date, the sum of the Class A Interest Payment Amount for such
      Payment Date and the Class A Interest Carryover Shortfall, if any, as of the
      immediately preceding Payment Date.

     

    "Class
      A Note Rate"
      means
      _____% per annum.

     

    "Class
      A Noteholder"
      means
      the Person in whose name a Class A Note is registered on the Note
      Register.

     

    "Class
      A Payment Amount"
      with
      respect to a Payment Date will be an amount equal to the sum of the Class A
      Principal Payment Amount and the Class A Interest Payment Amount.

     

    "Class
      A Pool Factor"
      means,
      with respect to any Payment Date, an eight-digit decimal figure equal to the
      Class A Note Balance as of the close of business on the last day of the related
      Collection Period divided by the Class A Note Balance. The Class A Pool Factor
      will be 1.0000000 as of the Closing Date; thereafter, the Class A Pool Factor
      will decline to reflect reductions in the Class A Note Balance.

     

    "Class
      A Principal Payment Amount"
      means,
      for any Payment Date, the Principal Payment Amount, if any, due and payable
      to
      the Class A Noteholders with respect to such Payment Date in accordance with
      the
      priorities set forth in Section 5.6(c)(iv) of the Sale and Servicing
      Agreement.

     

    "Clearing
      Agency"
      means
      an organization registered as a "clearing agency" pursuant to Section 17A of
      the
      Securities Exchange Act of 1934, as amended.

     

    "Clearing
      Agency Participant"
      means a
      broker, dealer, bank or other financial institution or other Person for whom
      from time to time a Clearing Agency effects book-entry transfers and pledges
      of
      securities deposited with the Clearing Agency.

     

    "Closing
      Date"
      means
      _______________.

     

    "Code"
      means
      the Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

    ["Collateral
      Agent"
      means
      the Collateral Agent named in the Spread Account Agreement and any successor
      thereto pursuant to the terms of the Spread Account Agreement.]

     

    "Collected
      Interest"
      means
      for any Collection Period the sum of (i) the portion of all payments made by
      or
      on behalf of the Obligors of Simple Interest Receivables in respect of which
      any
      payment is actually received during such Collection Period and (ii) all
      Liquidation Proceeds and Purchase Amounts with respect to such Simple Interest
      Receivables, in each case that are allocable to interest in accordance with
      the
      Servicer's customary servicing procedures.

     

    
      
        
        

      

      
        Annex
          A - 4

        
          

        

      

      
        
        

      

    

    "Collection
      Account"
      means
      the account designated as such, established and maintained pursuant to Section
      5.1(b) of the Sale and Servicing Agreement.

     

    "Collection
      Period"
      means
      each calendar month during the term of the Sale and Servicing Agreement. Any
      amount stated "as of the close of business on the last day of a Collection
      Period" shall give effect to the following calculations as determined as of
      the
      end of the day on such last day: (1) all applications of collections and (2)
      all
      payments. The term "related Collection Period" shall mean the Collection Period
      ended on the last day of the month preceding a date of
      determination.

     

    "Commission"
      means
      the U.S. Securities and Exchange Commission.

     

    "Company-Provided
      Information"
      has the
      meaning set forth in the Underwriting Agreement.

     

    "Confidential
      Information"
      means,
      in relation to any Person, any written information delivered or made available
      by or on behalf of LBAC or the Transferor to such Person in connection with
      or
      pursuant to the Sale and Servicing Agreement or the transactions contemplated
      thereby which is proprietary in nature and clearly marked or identified as
      being
      confidential information, other than information (i) which was publicly known,
      or otherwise known to such Person, at the time of disclosure (except pursuant
      to
      disclosure in connection with the Sale and Servicing Agreement), (ii) which
      subsequently becomes publicly known through no act or omission by such Person,
      or (iii) which otherwise becomes known to such Person other than through
      disclosure by LBAC or the Transferor.

     

    "Controlling
      Party"
      means
      [the Note Insurer, so long as no Note Insurer Default shall have occurred and
      be
      continuing or the Policy Expiration Date has not occurred, and] the Indenture
      Trustee, at the direction of the Majorityholders[, for so long as a Note Insurer
      Default shall have occurred and be continuing or the Policy Expiration Date
      has
      occurred].

     

    "Corporate
      Trust Office"
      means
      (i) with respect to the Indenture Trustee, the Trust Collateral Agent [and
      the
      Collateral Agent], the principal office of the Trust Collateral Agent at which
      its corporate trust business shall be administered, which office at the Closing
      Date is located at ___________________________________, Attention:
      ____________________; and (ii) with respect to the Owner Trustee, the principal
      corporate trust office of the Owner Trustee, which as of the Closing Date is
      ________________________________________, Attention:
      ____________________.

     

    "Cram
      Down Loss"
      means,
      with respect to a Receivable (other than a Liquidated Receivable), if a court
      of
      appropriate jurisdiction in an insolvency proceeding issues a ruling that
      reduces the amount owed on a Receivable or otherwise modifies or restructures
      the Scheduled Receivable Payments to be made thereon, an amount equal to (a)
      the
      Principal Balance of the Receivable immediately prior to such order minus the
      Principal Balance of such Receivable as so reduced, modified or restructured
      plus (b) if such court shall have issued an order reducing the effective rate
      of
      interest on such Receivable, the excess of (i) the net present value (using
      a
      discount rate equal to the Adjusted APR on such Receivable) of the Scheduled
      Receivable Payments as so modified or restructured over (ii) the net present
      value (using a discount rate equal to the original APR on such Receivable)
      of
      the Scheduled Receivable Payments as so modified or restructured. A Cram Down
      Loss will be deemed to have occurred on the date of issuance of such
      order.

     

    
      
        
        

      

      
        Annex
          A - 5

        
          

        

      

      
        
        

      

    

    "Custodial
      Letter"
      shall
      have the meaning assigned to such term in Section 3.5(c) of the Sale and
      Servicing Agreement.

     

    "Custodian"
      means,
      initially, ____________________, a _______________ and its
      successors-in-interest, acting in its capacity as such under the Sale and
      Servicing Agreement, and thereafter, in the event that ____________________
      is
      replaced in accordance with Section 10.8(e) of the Sale and Servicing Agreement,
      the Servicer.

     

    "Custodian
      Fee"
      means,
      with respect to any Payment Date, the greater of (A) the product of (i)
      one-twelfth of the Custodian Fee Rate and (ii) the Pool Balance as of the last
      day of the immediately preceding Collection Period and (B) $_____.

     

    "Custodian
      Fee Rate"
      means
      _____% per annum.

     

    "Cutoff
      Date"
      means
      the close of business on _______________.

     

    "Dealer"
      means,
      with respect to a Receivable, the seller of the related Financed Vehicle, who
      originated and assigned such Receivable to the Originator pursuant to a Dealer
      Agreement, who in turn sold such Receivable to the Transferor.

     

    "Dealer
      Agreement"
      means
      each agreement between a Dealer and the Originator pursuant to which such Dealer
      assigned a Receivable to the Originator.

     

    "Dealer
      Title Addendum"
      means a
      schedule of Dealers delivered to the Custodian for which the Dealer Title
      Guaranty, if applicable, is a separate document in the Dealer file or, with
      respect to each Receivable as to which the Dealer Title Guaranty, if applicable,
      is included in the related Dealer Agreement, a schedule of Dealers delivered
      to
      the Custodian listing all Dealers for which the Dealer Title Guaranty is
      included in the related Dealer Agreement.

     

    "Dealer
      Title Guaranty"
      means,
      where, for reasons that are reasonably acceptable to the Servicer, the relevant
      Dealer is temporarily unable to furnish a Lien Certificate, a written guaranty
      of such Dealer (which may be included in the related Dealer Agreement if so
      indicated on the Dealer Title Addendum); each of such documents having been
      signed where required by the Dealer in the appropriate spaces, and with all
      blanks properly filled in and otherwise correctly prepared.

     

    "Default"
      means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    "Defaulted
      Receivable"
      means,
      with respect to any Payment Date, a Receivable with respect to which the earlier
      of any of the following shall have occurred: (i) the related Obligor has failed
      to pay at least 95% of a Scheduled Receivable Payment by its due date and such
      failure continues for 90 days (calculated based on a 360-day year consisting
      of
      twelve 30-day months), (ii) the Servicer has repossessed the related Financed
      Vehicle (and any applicable redemption period has expired) or (iii) such
      Receivable is in default and the Servicer has determined in good faith that
      payments thereunder are not likely to be resumed; provided,
      however,
      that
      Defaulted Receivable shall not include any Optional Repurchase
      Receivable.

     

    
      
        
        

      

      
        Annex
          A - 6

        
          

        

      

      
        
        

      

    

    ["Deficiency
      Claim Amount"
      shall
      have the meaning specified in Section 5.11(a) of the Sale and Servicing
      Agreement.]

     

    ["Deficiency
      Claim Date"
      means,
      with respect to any Payment Date, the fourth Business Day immediately preceding
      such Payment Date.]

     

    ["Deficiency
      Notice"
      shall
      have the meaning specified in Section 5.11(a) of the Sale and Servicing
      Agreement.]

     

    "Deficient
      Liquidated Receivable"
      means a
      Liquidated Receivable with respect to which the Servicer has repossessed and
      disposed of the related Financed Vehicle, or with respect to which the Financed
      Vehicle has suffered a total loss through casualty, confiscation or other cause,
      and following the application of the Recoveries received by the Servicer as
      a
      result of the repossession and disposition or other loss of such Financed
      Vehicle, the Principal Balance of such Liquidated Receivable (assuming for
      purposes hereof that such Principal Balance is not deemed to be zero) remains
      in
      excess of zero.

     

    "Definitive
      Note"
      means a
      definitive, fully registered Note issued pursuant to the Indenture.

     

    "Delivery"
      means,
      with respect to any Eligible Investments, the perfection and priority of a
      security interest in which is governed by the law of a jurisdiction which has
      adopted the 1994 Revision to Article 8 of the UCC:

     

    1. With
      respect to bankers' acceptances, commercial paper, negotiable certificates
      of
      deposit and other obligations that constitute "instruments" within the meaning
      of Section 9-105(1)(i) of the UCC (other than certificated securities) and
      are
      susceptible of physical delivery, transfer thereof to the Trust Collateral
      Agent
      by physical delivery to the Trust Collateral Agent, indorsed to, or registered
      in the name of, the Trust Collateral Agent or its nominee or indorsed in blank
      and such additional or alternative procedures as may hereafter become
      appropriate to effect the complete transfer of ownership of any such Eligible
      Investments to the Trust Collateral Agent free and clear of any adverse claims,
      consistent with changes in applicable law or regulations or the interpretation
      thereof;

     

    2. With
      respect to a "certificated security" (as defined in Section 8-102(a)(4) of
      the
      UCC), transfer thereof:

     

    
      	 	
              (a)

            	
              by
                physical delivery of such certificated security to the Trust Collateral
                Agent, provided that if the certificated security is in registered
                form,
                it shall be indorsed to, or registered in the name of, the Trust
                Collateral Agent or indorsed in blank;
                or

            


    

     

    
      
        
        

      

      
        Annex
          A - 7

        
          

        

      

      
        
        

      

    

    
      	 	
              (b)

            	
              by
                physical delivery of such certificated security in registered form
                to a
                "securities intermediary" (as defined in Section 8-102(a)(14) of
                the UCC)
                acting on behalf of the Trust Collateral Agent if the certificated
                security has been specially endorsed to the Trust Collateral Agent
                by an
                effective endorsement.

            


    

     

    3. With
      respect to any security issued by the U.S. Treasury, the Federal Home Loan
      Mortgage Corporation or by the Federal National Mortgage Association that is
      a
      book-entry security held through the Federal Reserve System pursuant to Federal
      book entry regulations, the following procedures, all in accordance with
      applicable law, including applicable federal regulations and Articles 8 and
      9 of
      the UCC: book-entry registration of such property to an appropriate book-entry
      account maintained with a Federal Reserve Bank by a securities intermediary
      which is also a "depositary" pursuant to applicable federal regulations and
      issuance by such securities intermediary of a deposit advice or other written
      confirmation of such book-entry registration to the Trust Collateral Agent
      of
      the purchase by the securities intermediary on behalf of the Trust Collateral
      Agent of such book-entry security; the making by such securities intermediary
      of
      entries in its books and records identifying such book-entry security held
      through the Federal Reserve System pursuant to Federal book-entry regulations
      as
      belonging to the Trust Collateral Agent and indicating that such securities
      intermediary holds such book-entry security solely as agent for the Trust
      Collateral Agent; and such additional or alternative procedures as may hereafter
      become appropriate to effect complete transfer of ownership of any such Eligible
      Investments to the Trust Collateral Agent free of any adverse claims, consistent
      with changes in applicable law or regulations or the interpretation
      thereof;

     

    4. With
      respect to any item of Eligible Investments that is an "uncertificated security"
      (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by
      clause (3) above, transfer thereof:

     

    
      	 	
              (a)

            	
              (x)
                by registration to the Trust Collateral Agent as the registered owner
                thereof, on the books and records of the issuer thereof; or (y) by
                another
                Person (not a securities intermediary) who either becomes the registered
                owner of the uncertificated security on behalf of the Trust Collateral
                Agent, or having become the registered owner acknowledges that it
                holds
                for the Trust Collateral Agent; or

            


    

     

    
      	 	
              (b)

            	
              the
                issuer thereof has agreed that it will comply with instructions originated
                by the Trust Collateral Agent without further consent of the registered
                owner thereof.

            


    

     

    5. With
      respect to a "security entitlement" (as defined in Section 8-102(a)(17) of
      the
      UCC), if a securities intermediary (A) indicates by book entry that a "financial
      asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to
      be
      the Trust Collateral Agent's "securities account" (as defined in Section
      8-501(a) of the UCC), (B) receives a financial asset (as so defined) from the
      Trust Collateral Agent or acquires a financial asset for the Trust Collateral
      Agent, and in either case, accepts it for credit to the Trust Collateral Agent's
      securities account (as so defined), (C) becomes obligated under other law,
      regulation or rule to credit a financial asset to the Trust Collateral Agent's
      securities account, or (D) has agreed that it will comply with "entitlement
      orders" (as defined in Section 8-102(a)(8) of the UCC) originated by the Trust
      Collateral Agent without further consent by the "entitlement holder" (as defined
      in Section 8-102(a)(7) of the UCC), of a confirmation of the purchase and the
      making by such securities intermediary of entries on its books and records
      identifying as belonging to the Trust Collateral Agent of (I) a specific
      certificated security in the securities intermediary's possession, (II) a
      quantity of securities that constitute or are part of a fungible bulk of
      certificated securities in the securities intermediary's possession, or (III)
      a
      quantity of securities that constitute or are part of a fungible bulk of
      securities shown on the account of the securities intermediary on the books
      of
      another securities intermediary.

     

    
      
        
        

      

      
        Annex
          A - 8

        
          

        

      

      
        
        

      

    

    In
      each
      case of Delivery contemplated pursuant to paragraphs 1 though 5 above, the
      Trust
      Collateral Agent shall make appropriate notations on its records, and shall
      cause same to be made of the records of its nominees, indicating that such
      Eligible Investments are held in trust pursuant to and as provided in the Sale
      and Servicing Agreement.

     

    "Depository
      Agreement"
      means
      the agreement entered into among the Issuer, the Indenture Trustee, and The
      Depository Trust Company, as the initial Clearing Agency, in connection with
      the
      issuance of the Notes, substantially in the form of Exhibit B attached to the
      Indenture.

     

    "Derived
      Information"
      has the
      meaning set forth in the Underwriting Agreement.

     

    "Determination
      Date"
      means,
      with respect to any Payment Date, the fourth Business Day preceding such Payment
      Date.

     

    "Documentation
      Checklist"
      means
      the form attached to the Sale and Servicing Agreement as Exhibit E.

     

    "Draw
      Date"
      means,
      with respect to any Payment Date, the third Business Day (as defined in the
      Policy) immediately preceding such Payment Date.

     

    "Eligible
      Account"
      means
      (i) a segregated trust account that is maintained with a depository institution
      acceptable to the Controlling Party, or (ii) a segregated direct deposit account
      maintained with a depository institution or trust company organized under the
      laws of the United States of America, or any of the States thereof, or the
      District of Columbia, having a certificate of deposit, short-term deposit or
      commercial paper rating of at least "A-1+" by Standard & Poor's and "P-1" by
      Moody's and acceptable to the Controlling Party. In either case, such depository
      institution or trust company shall have been approved by the Controlling Party,
      acting in its discretion, by written notice to the [Collateral
      Agent].

     

    "Eligible
      Investments"
      mean
      book-entry securities, negotiable instruments or securities represented by
      instruments in bearer or registered form, with respect to which the Trust
      Collateral Agent has taken Delivery, which evidence:

     

    
      
        
        

      

      
        Annex
          A - 9

        
          

        

      

      
        
        

      

    

    (a) direct
      obligations of, and obligations fully guaranteed as to the full and timely
      payment by, the United States of America;

     

    (b) demand
      deposits, time deposits or certificates of deposit of any depository institution
      or trust company incorporated under the laws of the United States of America
      or
      any State thereof and subject to supervision and examination by Federal or
      State
      banking or depository institution authorities; provided,
      however,
      that at
      the time of the investment or contractual commitment to invest therein, the
      commercial paper or other short-term unsecured debt obligations (other than
      such
      obligations the rating of which is based on the credit of a Person other than
      such depository institution or trust company) thereof shall be rated "A-1+"
      by
      Standard & Poor's and "P-1" by Moody's;

     

    (c) commercial
      paper that, at the time of the investment or contractual commitment to invest
      therein, is rated "A-1+" by Standard & Poor's and "P-1" by
      Moody's;

     

    (d) bankers'
      acceptances issued by any depository institution or trust company referred
      to in
      clause (b) above;

     

    (e) repurchase
      obligations with respect to any security pursuant to a written agreement that
      is
      a direct obligation of, or fully guaranteed as to the full and timely payment
      by, the United States of America or any agency or instrumentality thereof the
      obligations of which are backed by the full faith and credit of the United
      States of America, in either case entered into with (i) a depository institution
      or trust company (acting as principal) described in clause (b) or (ii) a
      depository institution or trust company the deposits of which are insured by
      the
      Federal Deposit Insurance Corporation and whose commercial paper or other
      short-term unsecured debt obligations are rated "A-1+" by Standard & Poor's
      and "P-1" by Moody's and long-term unsecured debt obligations are rated "AAA"
      by
      Standard & Poor's and "Aaa" by Moody's;

     

    (f) [with
      the
      prior written consent of the Note Insurer,] money market mutual funds registered
      under the Investment Company Act having a rating, at the time of such
      investment, from each of the Rating Agencies in the highest investment category
      granted thereby; and

     

    (g) any
      other
      investment as may be acceptable to [the Note Insurer and] the Rating Agencies[,
      as evidenced by the Note Insurer's prior written consent to that effect, as
      may
      from time to time be confirmed in writing to the Trust Collateral Agent by
      the
      Note Insurer,] and only upon notification to each of Moody's and Standard &
Poor's.

     

    Any
      Eligible Investments may be purchased by or through the Trust Collateral Agent
      or any of its Affiliates and shall include such securities issued by the Trust
      Collateral Agent or its affiliates.

     

    "Eligible
      Servicer"
      means
      LBAC, the Back-up Servicer or another Person which at the time of its
      appointment as Servicer, (i) is servicing a portfolio of motor vehicle retail
      installment sale contracts and/or motor vehicle installment loans, (ii) is
      legally qualified and has the capacity to service the Receivables, (iii) has
      demonstrated the ability professionally and competently to service a portfolio
      of motor vehicle retail installment sale contracts and/or motor vehicle
      installment loans similar to the Receivables with reasonable skill and care,
      and
      (iv) is qualified and entitled to use, pursuant to a license or other written
      agreement, and agrees to maintain the confidentiality of, the software which
      the
      Servicer uses in connection with performing its duties and responsibilities
      under the Sale and Servicing Agreement or otherwise has available software
      which
      is adequate to perform its duties and responsibilities under the Sale and
      Servicing Agreement.

     

    
      
        
        

      

      
        Annex
          A - 10

        
          

        

      

      
        
        

      

    

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    "Event
      of Default"
      means
      an event specified in Section 5.1 of the Indenture.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    "Expected
      Interest"
      means,
      with respect to any Collection Period, the product of (i) one-twelfth of the
      weighted average of the APRs (calculated based on a 360-day year consisting
      of
      twelve 30-day months) of Simple Interest Receivables which were neither 30
      days
      or more delinquent (calculated based on a 360-day year consisting of twelve
      30-day months) nor Defaulted Receivables as of the first day of the current
      Collection Period, weighted on the basis of the aggregate Principal Balances
      of
      such Simple Interest Receivables as of the first day of the current Collection
      Period and (ii) the aggregate Principal Balances of Simple Interest Receivables
      which were neither 30 days or more delinquent (calculated based on a 360-day
      year consisting of twelve 30-day months) nor Defaulted Receivables, as of the
      close of business on the last day of the immediately preceding Collection
      Period.

     

    "Financed
      Vehicle"
      means a
      new or used automobile, van, sport utility vehicle or light duty truck, together
      with all accessions thereto, securing an Obligor's indebtedness under a
      Receivable.

     

    "Grant"
      means
      mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign,
      transfer, create, grant a lien upon and a security interest in and right of
      set-off against, deposit, set over and confirm pursuant to the Indenture. A
      Grant of the Pledged Property or of any other agreement or instrument shall
      include all rights, powers and options (but none of the obligations) of the
      Granting party thereunder, including the immediate and continuing right to
      claim
      for, collect, receive and give receipt for principal and interest payments
      in
      respect of the Pledged Property and all other moneys payable thereunder, to
      give
      and receive notices and other communications, to make waivers or other
      agreements, to exercise all rights and options, to bring proceedings in the
      name
      of the granting party or otherwise and generally to do and receive anything
      that
      the granting party is or may be entitled to do or receive thereunder or with
      respect thereto.

     

    ["Guarantee"
      means
      the Guarantee, dated as of _______________, by AMC in favor of the Back-up
      Servicer, the Custodian, the Trust Collateral Agent (in its capacity as such
      and
      for the benefit of the Noteholders), [and the Note Insurer,] as the same may
      be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      the terms thereof.]

     

    "Indebtedness"
      means,
      with respect to any Person at any time, (a) indebtedness or liability of such
      Person for borrowed money whether or not evidenced by bonds, debentures, notes
      or other instruments, or for the deferred purchase price of property or services
      (including trade obligations); (b) obligations of such Person as lessee under
      leases which should have been or should be, in accordance with generally
      accepted accounting principles, recorded as capital leases; (c) current
      liabilities of such Person in respect of unfunded vested benefits under plans
      covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred
      on the account of such Person; (e) obligations or liabilities of such Person
      arising under acceptance facilities; (f) obligations of such Person under any
      guarantees, endorsements (other than for collection or deposit in the ordinary
      course of business) and other contingent obligations to purchase, to provide
      funds for payment, to supply funds to invest in any Person or otherwise to
      assure a creditor against loss; (g) obligations of such Person secured by any
      lien on property or assets of such Person, whether or not the obligations have
      been assumed by such Person; or (h) obligations of such Person under any
      interest rate or currency exchange agreement.

     

    
      
        
        

      

      
        Annex
          A - 11

        
          

        

      

      
        
        

      

    

    ["Indemnification
      Agreement"
      means
      the Indemnification Agreement, dated as of _______________, among
      [Underwriters], the Transferor and the Note Insurer, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with the
      terms thereof.]

     

    "Indenture"
      means
      the Indenture, dated as of _______________, between the Issuer and the Indenture
      Trustee, as the same may be amended and supplemented from time to
      time.

     

    "Indenture
      Trustee"
      means
      ____________________, a _______________, not in its individual capacity but
      as
      indenture trustee under the Indenture, or any successor Indenture Trustee under
      the Indenture.

     

    "Indenture
      Trustee Fee"
      means
      the monthly fee payable on each Payment Date to the Indenture Trustee, Trust
      Collateral Agent [and Collateral Agent] for services rendered during the
      preceding Collection Period in an amount equal to the greater of (A) the product
      of (i) one-twelfth of the Indenture Trustee Fee Rate and (ii) the Note Balance
      as of the last day of the second preceding Collection Period and (B) $_____;
      provided,
      however,
      that
      with respect to the initial Payment Date, the Indenture Trustee Fee will equal
      the product of one-twelfth of the Indenture Trustee Fee Rate and the Initial
      Note Balance.

     

    "Indenture
      Trustee Fee Rate"
      means
      _____% per annum.

     

    "Independent"
      means,
      when used with respect to any specified Person, that the person (a) is in fact
      independent of the Issuer, any other obligor upon the Notes, the Transferor
      and
      any Affiliate of any of the foregoing persons, (b) does not have any direct
      financial interest or any material indirect financial interest in the Issuer,
      any such other obligor, the Transferor or any Affiliate of any of the foregoing
      Persons and (c) is not connected with the Issuer, any such other obligor, the
      Transferor or any Affiliate of any of the foregoing Persons as an officer,
      employee, promoter, underwriter, trustee, partner, director or Person performing
      similar functions.

     

    "Independent
      Certificate"
      means a
      certificate or opinion to be delivered to the Trust Collateral Agent under
      the
      circumstances described in, and otherwise complying with, the applicable
      requirements of Section 4.11 of the Sale and Servicing Agreement, prepared
      by an
      Independent appraiser or other expert appointed by an Issuer Order and approved
      by the Trust Collateral Agent in the exercise of reasonable care, and such
      opinion or certificate shall state that the signer has read the definition
      of
      "Independent" in Annex A to the Sale and Servicing Agreement and that the signer
      is Independent within the meaning thereof.

     

    
      
        
        

      

      
        Annex
          A - 12

        
          

        

      

      
        
        

      

    

    "Initial
      Class A Note Balance"
      means
      $_______________.

     

    "Initial
      Note Balance"
      means
      the Initial Class A Note Balance.

     

    ["Initial
      Spread Account Deposit"
      shall
      have the meaning set forth in the Spread Account Agreement.]

     

    ["Insurance
      Agreement"
      means
      the Insurance and Indemnity Agreement, dated as of _______________, among LBAC,
      the Transferor, the Issuer and the Note Insurer, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with the
      terms thereof.]

     

    ["Insurance
      Agreement Event of Default"
      means
      an "Event of Default" as defined in the Insurance Agreement.]

     

    ["Insurance
      Agreement Indenture Cross Default"
      has the
      meaning specified therefor in the Insurance Agreement.]

     

    ["Insurer
      Information"
      means
      any information contained in the section entitled "The Note Insurer" in the
      Prospectus Supplement.]

     

    "Interest
      Payment Amount"
      means,
      for any Payment Date, the Class A Interest Payment Amount.

     

    "Investment
      Company Act"
      means
      the Investment Company Act of 1940, as amended.

     

    "Issuer"
      or
      "Trust"
      means
      the Long Beach Acceptance Auto Receivables Trust 20__-_, a Delaware business
      trust, created pursuant to the Trust Agreement.

     

    "Issuer
      Order"
      and
      "Issuer
      Request"
      means a
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee.

     

    "Issuer's
      Certificate"
      means a
      certificate completed and executed for the Issuer by an Authorized Officer,
      substantially in the form of, in the case of an assignment to LBAC, Exhibit
      A to
      the Sale and Servicing Agreement, and in the case of an assignment to the
      Servicer, Exhibit A-2 to the Sale and Servicing Agreement.

     

    "LBAC"
      means
      Long Beach Acceptance Corp., a Delaware corporation, and its
      successors.

     

    
      
        
        

      

      
        Annex
          A - 13

        
          

        

      

      
        
        

      

    

    "Legal
      Files"
      means,
      with respect to each Receivable, the following documents held by the Custodian
      pursuant to Section 3.4 of the Sale and Servicing Agreement: the fully executed
      original of such Receivable with fully executed assignment from the related
      Dealer to the Originator (together with any agreements modifying the Receivable,
      including, without limitation, any extension agreements), a fully executed
      assignment in blank from the Originator, the Lien Certificate or the Title
      Package, the fully executed original of any form legally required to be executed
      by a co-signer, evidence of verification of physical damage insurance coverage
      and the original of each credit application fully executed by the related
      Obligor in respect of such Receivable. Notwithstanding the foregoing, in the
      event that customary procedures and practices of any applicable state permit
      the
      use of any instrument or document in lieu of evidence of verification of
      physical damage insurance coverage, the term "Legal Files" shall be deemed
      to
      include any such instrument or document in lieu of evidence of verification
      of
      physical damage insurance coverage.

     

    "Lien"
      means a
      security interest, lien, charge, pledge, equity or encumbrance of any kind,
      other than tax liens, mechanics' liens, and any liens that may attach to a
      Financed Vehicle by operation of law.

     

    "Lien
      Certificate"
      means,
      with respect to a Financed Vehicle, an original certificate of title,
      certificate of lien or other notification issued by the Registrar of Titles
      of
      the applicable state to a secured party or such other evidence acceptable to
      the
      Registrar of Titles of the applicable state, in each case, which indicates
      that
      the lien of the secured party on the Financed Vehicle is recorded on the
      original certificate of title. In any jurisdiction in which the original
      certificate of title is required to be given to the Obligor, the term "Lien
      Certificate" shall mean only a certificate or notification issued to a secured
      party.

     

    "Liquidated
      Receivable"
      means
      any Receivable with respect to which the earlier of any of the following shall
      have occurred (without duplication): (i) the Receivable has been liquidated
      by
      the Servicer through the sale of the Financed Vehicle, (ii) the related Obligor
      has failed to pay at least 95% of a Scheduled Receivable Payment by its due
      date
      and such failure continues for 60 days (calculated based on a 360-day year
      consisting of twelve 30-day months) after the first day on which the Servicer
      may legally sell or otherwise dispose of the related Financed Vehicle following
      its repossession, (iii) the related Obligor fails to pay at least 95% of a
      Scheduled Receivable Payment by its due date and such failure continues for
      150
      or more consecutive days (calculated based on a 360-day year consisting of
      twelve 30-day months) as of the end of a Collection Period or (iv) proceeds
      have
      been received which, in the Servicer's good faith judgment, constitute the
      final
      amounts recoverable in respect of such Receivable; provided,
      however,
      that
      Liquidated Receivable shall not include any Optional Repurchase
      Receivable.

     

    "Liquidation
      Proceeds"
      means,
      with respect to a Liquidated Receivable, the monies collected from whatever
      source during the Collection Period in which such Receivable became a Liquidated
      Receivable, net of the reasonable costs of liquidation, including the
      unreimbursed reasonable expenses incurred by the Servicer in connection with
      (i)
      such liquidation and (ii) the liquidation of any other Liquidated Receivable
      with respect to which the Servicer believes in good faith that any additional
      monies are unlikely to be collected, plus any amounts required by law to be
      remitted to the Obligor; provided,
      however,
      that
      the Liquidation Proceeds with respect to any Receivable shall in no event be
      less than zero.

     

    
      
        
        

      

      
        Annex
          A - 14

        
          

        

      

      
        
        

      

    

    "Lock-Box"
      means
      the post-office box or boxes, maintained pursuant to Section 5.1 of the Sale
      and
      Servicing Agreement, into which the Servicer shall direct each Obligor under
      each Receivable to forward all payments in respect of such
      Receivable.

     

    "Lock-Box
      Account"
      means
      the segregated account or accounts designated as such, established and
      maintained pursuant to Section 5.1(a) of the Sale and Servicing
      Agreement.

     

    "Lock-Box
      Agreement"
      means
      the Tri-Party Remittance Processing Agreement, dated as of March 31, 1997,
      among
      the Servicer, the Lock-Box Processor and The Chase Manhattan Bank, as amended,
      modified or supplemented from time to time in accordance with the terms thereof,
      unless such Agreement shall be terminated in accordance with its terms or the
      terms hereof, in which event "Lock-Box Agreement" shall mean such other
      agreement, in form and substance acceptable to the Note Insurer, among the
      Servicer, the Lock-Box Processor and the Indenture Trustee.

     

    "Lock-Box
      Bank"
      means,
      as of any date, a depository institution named by the Servicer and acceptable
      to
      the Note Insurer at which a Lock-Box Account is established and maintained
      as of
      such date.

     

    "Lock-Box
      Processor"
      means
      initially The Chase Manhattan Bank and its successors or any replacement or
      subcontracted Lock-Box Processor acceptable to the Note Insurer under the
      Lock-Box Agreement.

     

    "Majorityholders"
      means,
      as of any date of determination, Noteholders, holding in the aggregate more
      than
      50% of the outstanding Note Balance.

     

    "Monthly
      Dealer Participation Fee"
      means,
      with respect to any Payment Date and Monthly Dealer Participation Fee
      Receivable, the portion of the related dealer participation fee earned during
      the related Collection Period as specified in the related Dealer
      Agreement.

     

    "Monthly
      Dealer Participation Fee Payment Amount"
      means,
      with respect to any Payment Date, an amount equal to the aggregate collections
      allocable to Monthly Dealer Participation Fees actually received in respect
      of
      all Monthly Dealer Participation Fee Receivables for the related Collection
      Period.

     

    "Monthly
      Dealer Participation Fee Receivable"
      means
      any Receivable to be paid in accordance with the Originator's "As-Earned
      Program" and designated as such on the Schedule of Receivables.

     

    "Moody's"
      means
      Moody's Investors Service, Inc., and any successors thereof.

     

    "Non-Registered
      Note"
      means a
      Note other than a Registered Note.

     

    "Note"
      means a
      Class A-1 Note.

     

    "Note
      Account"
      means
      the account designated as such, established and maintained pursuant to Section
      5.1(b) of the Sale and Servicing Agreement.

     

    
      
        
        

      

      
        Annex
          A - 15

        
          

        

      

      
        
        

      

    

    "Note
      Balance"
      means,
      with respect to any Payment Date, the Class A Note Balance.

     

    ["Note
      Insurer"
      means
      ____________________, a _______________ incorporated under the laws of the
      State
      of __________, or its successors in interest as issuer of the
      Policy.]

     

    ["Note
      Insurer Default"
      shall
      mean any one of the following events shall have occurred and be
      continuing:

     

    (i) the
      Note
      Insurer fails to make a payment required under the Policy;

     

    (ii) the
      Note
      Insurer (A) files any petition or commences any case or proceeding under any
      provision or chapter of the United States Bankruptcy Code or any other similar
      Federal or State law relating to insolvency, bankruptcy, rehabilitation,
      liquidation or reorganization, (B) makes a general assignment for the benefit
      of
      its creditors or (C) has an order for relief entered against it under the United
      States Bankruptcy Code or any other similar Federal or State law relating to
      insolvency, bankruptcy, rehabilitation, liquidation or reorganization which
      is
      final and nonappealable; or

     

    (iii) a
      court
      of competent jurisdiction, the [State] Department of Insurance or other
      competent regulatory authority enters a final and nonappealable order, judgment
      or decree (A) appointing a custodian, trustee, agent or receiver for the Note
      Insurer or for all or any material portion of its property or (B) authorizing
      the taking of possession by a custodian, trustee, agent or receiver of the
      Note
      Insurer (or the taking of possession of all or any material portion of the
      property of the Note Insurer).]

     

    "Note
      Interest"
      means,
      for any Payment Date, the Class A-1 Note Interest.

     

    "Note
      Owner"
      means,
      with respect to any Note registered in the name of the Clearing Agency or its
      nominee, the Person who is the beneficial owner of such Note, as reflected
      on
      the books of the Clearing Agency (directly as a Clearing Agency Participant
      or
      as an indirect participant, in each case in accordance with the rules of such
      Clearing Agency).

     

    "Note
      Paying Agent"
      means
      the Indenture Trustee or any other Person that meets the eligibility standards
      for the Indenture Trustee specified in Section 6.11 of the Indenture and is
      authorized by the Issuer to make the payments on the Notes on behalf of the
      Issuer.

     

    "Note
      Rate"
      means
      the Class A Note Rate.

     

    "Note
      Register"
      and
      "Note
      Registrar"
      mean,
      respectively, the register maintained and the registrar appointed pursuant
      to
      Section 2.4 of the Indenture.

     

    "Noteholder"
      or
      "Holder"
      means
      the Person in whose name a Note shall be registered in the Note Register, except
      that so long as any Notes are outstanding, solely for the purposes of giving
      any
      consent, waiver, request or demand pursuant to the Indenture or the Sale and
      Servicing Agreement, any interest evidenced by any Note registered in the name
      of the Transferor, LBAC, the Servicer or any of their respective Affiliates,
      shall not be taken into account in determining whether the requisite percentage
      necessary to effect any such consent, waiver, request or demand shall have
      been
      obtained.

     

    
      
        
        

      

      
        Annex
          A - 16

        
          

        

      

      
        
        

      

    

    ["Notice
      of Claim"
      means
      written or telecopied notice from the Trust Collateral Agent to the Note
      Insurer, substantially in the form of Exhibit A to the Policy.]

     

    "Obligor"
      means,
      with respect to a Receivable, the purchaser or co-purchasers of the related
      Financed Vehicle or any other Person who owes or may be liable for payments
      under such Receivable.

     

    "Officer's
      Certificate"
      means
      (i) with respect to LBAC, the Transferor or the Servicer, a certificate signed
      by the chairman of the board, the president, any vice chairman of the board,
      any
      vice president, the treasurer, the controller or any assistant treasurer or
      any
      assistant controller of LBAC, the Transferor or the Servicer, as appropriate,
      and (ii) with respect to the Issuer, a certificate signed by an Authorized
      Officer of the Issuer.

     

    "Opinion
      of Counsel"
      means a
      written opinion of counsel who may but need not be counsel to the Transferor
      or
      the Servicer, which counsel shall be acceptable to the Indenture Trustee [and
      the Note Insurer], or the Owner Trustee [and the Note Insurer], as applicable,
      and which opinion shall be acceptable to the Indenture Trustee [and the Note
      Insurer] or the Owner Trustee [and the Note Insurer], as applicable, in form
      and
      substance. Such Opinion of Counsel shall not be at the expense of the Indenture
      Trustee, the Trust Collateral Agent, [the Note Insurer] or the Owner
      Trustee.

     

    "Optional
      Repurchased Receivable"
      means
      any Receivable repurchased by the Servicer pursuant to Section 4.2 of the Sale
      and Servicing Agreement (up to the limits specified therein).

     

    "Original
      Pool Balance"
      means
      $_______________.

     

    "Origination
      Date"
      means,
      with respect to any Receivable, the date specified in such Receivable as the
      date of execution thereof.

     

    "Originator"
      means
      LBAC, as originator of the Receivables.

     

    "Owner
      Trust Estate"
      has the
      meaning assigned to such term in the Trust Agreement.

     

    "Owner
      Trustee"
      means
      ____________________, a __________ banking corporation, not in its individual
      capacity but solely as Owner Trustee under the Trust Agreement, its
      successors-in-interest or any successor Owner Trustee under the Trust
      Agreement.

     

    "Payahead
      Amount"
      means,
      with respect to Precomputed Receivables, payments remitted by the related
      Obligors prior to the Cutoff Date in excess of the aggregate Scheduled
      Receivable Payments, Servicer expenses and late fees, if any, with respect
      to
      such Precomputed Receivables, retained by the Servicer in accordance with its
      payment application procedures.

     

    
      
        
        

      

      
        Annex
          A - 17

        
          

        

      

      
        
        

      

    

    "Payment
      Date"
      means,
      for each Collection Period, the ___th day of the following month, or if the
      ___th day is not a Business Day, the next following Business Day, commencing
      _______________.

     

    "Payment
      Deferment and Due Date Change Policies"
      means
      the Payment Deferment Policy and the Due Date Change Policy attached to the
      Sale
      and Servicing Agreement as Exhibit D, as such policies may be amended from
      time
      to time, with the prior written consent of the Note Insurer.

     

    "Person"
      means
      any individual, corporation, limited liability company, estate, partnership,
      joint venture, association, joint stock company, trust, unincorporated
      organization, or government or any agency or political subdivision
      thereof.

     

    "Plan"
      means
      any Person that is (i) an "employee benefit plan" (as defined in Section 3(3)
      of
      ERISA) that is subject to the provisions of Title I of ERISA, (ii) a "plan"
      (as
      defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
      of
      the Code or (iii) an entity whose underlying assets include assets of a plan
      described in (i) or (ii) above by reason of such plan's investment in the
      entity.

     

    "Pledged
      Property"
      has the
      meaning specified in the Granting Clause of the Indenture.

     

    ["Policy"
      means
      the financial guaranty insurance policy No. __________ issued by the Note
      Insurer for the benefit of the Holders of the Notes issued pursuant to the
      Insurance Agreement, including any endorsements thereto.]

     

    ["Policy
      Claim Amount"
      shall
      have the meaning set forth in Section 6.2(a) of the Sale and Servicing
      Agreement.]

     

    ["Policy
      Expiration Date"
      means
      the date on which the Notes have been paid in full and all outstanding
      Reimbursement Obligations and other amounts due to the Note Insurer have been
      paid in full and the Term Of This Policy (as defined in the Policy) has
      expired.]

     

    ["Policy
      Payments Account"
      means
      the account designated as such, established and maintained pursuant to Section
      5.1(b) of the Sale and Servicing Agreement.]

     

    "Pool
      Balance"
      means,
      as of the close of business on the last day of a Collection Period, the
      aggregate Principal Balance of the Receivables (excluding Liquidated Receivables
      and Purchased Receivables).

     

    "Precomputed
      Receivable"
      means
      any Actuarial Receivable or Rule of 78's Receivable.

     

    "Preference
      Claim"
      shall
      have the meaning set forth in Section 6.3(b) of the Sale and Servicing
      Agreement.

     

    ["Premium"
      shall
      have the meaning set forth in the Insurance Agreement.]

     

    
      
        
        

      

      
        Annex
          A - 18

        
          

        

      

      
        
        

      

    

    ["Premium
      Letter"
      means
      the letter agreement dated the Closing Date among AMC, LBAC, the Indenture
      Trustee and the Note Insurer referring to payment of the Premium.]

     

    "Principal
      Balance"
      means,
      with respect to a Receivable, as of the close of business on the last day of
      a
      Collection Period, the Amount Financed minus the sum of the following amounts
      (without duplication): (i) in the case of Precomputed Receivables, that portion
      of all Scheduled Receivable Payments on each such Receivable actually received
      on or prior to such day allocable to principal (A) prior to the Cutoff Date,
      using the actuarial or constant yield method and (B) thereafter, using the
      Simple Interest Method, provided,
      however,
      that no
      amount applied as interest accrued on any such Precomputed Receivable for any
      single Collection Period will exceed 30 days' interest accrued thereon assuming
      a 360-day year consisting of twelve 30-day months; (ii) in the case of Simple
      Interest Receivables, that portion of all Scheduled Receivable Payments on
      such
      Receivable actually received on or prior to such day allocable to principal
      using the Simple Interest Method; (iii) any payment of the Purchase Amount
      with
      respect to the Receivable allocable to principal; (iv) any Cram Down Loss in
      respect of such Receivable; and (v) any prepayment in full or any partial
      prepayment applied to reduce the Principal Balance of the Receivable;
provided,
      however,
      that the
      Principal Balance of a Receivable that has become a Liquidated Receivable shall
      equal zero.

     

    "Principal
      Carryover Shortfall"
      means,
      as of the close of business on any Payment Date, the excess of the Principal
      Payment Amount and (without duplication) any outstanding Principal Carryover
      Shortfall from the preceding Payment Date, over the amount of principal actually
      paid to the holders of the Notes on such current Payment Date.

     

    "Principal
      Payment Amount"
      means,
      (i) with respect to any Payment Date other than the Class A Final Scheduled
      Payment Date, the sum of the following amounts (without
      duplication):

     

    (a) the
      principal portion, allocated pursuant to Section 5.3 of the Sale and Servicing
      Agreement, of all Scheduled Receivable Payments due during the related
      Collection Period and all prior Collection Periods and received during the
      related Collection Period on Precomputed Receivables, excluding Recoveries,
      and
      all payments of principal received on Simple Interest Receivables during such
      Collection Period (excluding Recoveries);

     

    (b) the
      principal portion of all prepayments in full received during the related
      Collection Period, including prepayments in full resulting from collections
      with
      respect to a Receivable received during the related Collection
      Period;

     

    (c) the
      portion of the Purchase Amount allocable to principal of each Receivable that
      was repurchased by the Originator or purchased by the Servicer in each case
      as
      of the last day of the related Collection Period and, at the option of the
      Note
      Insurer, the Principal Balance of each Receivable that was required to be but
      was not so purchased or repurchased;

     

    (d) the
      principal balance of each Liquidated Receivable that first became a Liquidated
      Receivable during the related Collection Period; and

     

    
      
        
        

      

      
        Annex
          A - 19

        
          

        

      

      
        
        

      

    

    (e) the
      aggregate amount of Cram Down Losses with respect to the Receivables that have
      occurred during the related Collection Period; and

     

    (ii) with
      respect to the Class A Final Scheduled Payment Date, an amount equal to the
      then
      outstanding Class A Note Balance.

     

    "Proceeding"
      means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    "Prospectus
      Supplement"
      means
      the Prospectus Supplement dated __________ specifically relating to the
      Notes.

     

    "Purchase
      Agreement"
      means
      the Purchase Agreement, dated as of _______________, between the Transferor
      and
      LBAC, as the same may be amended, modified or supplemented from time to time
      in
      accordance with the terms thereof, relating to the purchase of the Receivables
      by the Transferor from LBAC.

     

    "Purchase
      Amount"
      means,
      with respect to a Receivable, the amount, as of the close of business on the
      last day of a Collection Period, required to prepay in full such Receivable
      (after giving effect to the application of any Liquidation Proceeds and
      Recoveries collected in respect of such Receivable on or prior to the last
      day
      of such Collection Period) under the terms thereof including accrued and unpaid
      interest thereon to the end of the month of purchase. The Purchase Amount
      relating to any Receivable that became a Liquidated Receivable during any
      Collection Period preceding the month of purchase shall be treated as Recoveries
      in respect of such Receivable.

     

    "Purchased
      Receivable"
      means a
      Receivable purchased as of the close of business on the last day of a Collection
      Period by the Servicer pursuant to Sections 4.2 and 4.7 of the Sale and
      Servicing Agreement or by LBAC pursuant to Section 3.4 of the Sale and Servicing
      Agreement.

     

    "Rated
      Entity"
      means a
      Person whose long-term unsecured debt obligations (at the time of the transfer
      of the Certificate pursuant to Section 3.7 of the Trust Agreement) are rated
      within the investment grade categories of each Rating Agency.

     

    "Rating
      Agency"
      means
      Standard & Poor's and Moody's and any successors thereof. If such
      organization or successor is no longer in existence, "Rating Agency" shall
      be
      such nationally recognized statistical rating organization or other comparable
      Person designated by [the Note Insurer], notice of which designation shall
      be
      given to the Trust Collateral Agent, the Indenture Trustee and the
      Servicer.

     

    "Rating
      Agency Condition"
      means,
      with respect to any action, that each Rating Agency shall have been given ten
      (10) days' (or such shorter period as shall be acceptable to each Rating Agency)
      prior notice thereof and that each of the Rating Agencies shall have notified
      the Transferor, the Servicer, [the Note Insurer,] the Trust Collateral Agent,
      the Indenture Trustee, the Owner Trustee and the Issuer in writing that such
      action will not result in a reduction or withdrawal of the then current rating
      of the Notes.

     

    
      
        
        

      

      
        Annex
          A - 20

        
          

        

      

      
        
        

      

    

    "Receivable"
      means
      each retail installment sale contract for a Financed Vehicle which shall appear
      on the Schedule of Receivables (which Schedule of Receivables may be in the
      form
      of microfiche) and all rights and obligations thereunder except for Receivables
      that shall have become Purchased Receivables.

     

    "Receivable
      Files"
      means
      the documents specified in Section 3.3(b) of the Sale and Servicing
      Agreement.

     

    "Receivables
      Purchase Price"
      means
      $_______________.

     

    "Record
      Date"
      means,
      with respect to any Payment Date or Determination Date, the close of business
      on
      the last day of the calendar month immediately preceding the month in which
      such
      Payment Date or Determination Date occurs.

     

    "Recoveries"
      means,
      with respect to a Liquidated Receivable, the monies collected from whatever
      source during any Collection Period following the Collection Period in which
      such Receivable became a Liquidated Receivable, net of the reasonable costs
      of
      liquidation, including the unreimbursed reasonable expenses incurred by the
      Servicer in connection with (i) such liquidation and (ii) the liquidation of
      any
      other Liquidated Receivable with respect to which the Servicer believes in
      good
      faith that any additional monies are unlikely to be collected, plus any amounts
      required by law to be remitted to the Obligor.

     

    "Redemption
      Date"
      means
      in the case of a redemption of the Notes pursuant to Section 10.1(a) of the
      Indenture, the Payment Date specified by the Certificateholder pursuant to
      Section 10.1(a).

     

    "Redemption
      Price"
      means
      the outstanding Note Balance as of the Redemption Date, plus all accrued and
      unpaid interest thereon as of such Redemption Date.

     

    "Registrar
      of Titles"
      means,
      with respect to any state, the governmental agency or body responsible for
      the
      registration of, and the issuance of certificates of title relating to, motor
      vehicles and liens thereon.

     

    "Regulation
      AB"
      means
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518.70 Fed. Reg. 1, 506, 1,531 (January 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    ["Reimbursement
      Obligations"
      means,
      with respect to each Payment Date, any amounts due to the Note Insurer under
      the
      terms of the Sale and Servicing Agreement, the Insurance Agreement or the
      Premium Letter and with respect to which the Note Insurer has not been
      previously paid whether or not LBAC is obligated to pay such
      amounts.]

     

    "Release"
      means
      the security interest release executed as of _______________.

     

    
      
        
        

      

      
        Annex
          A - 21

        
          

        

      

      
        
        

      

    

    "Repurchase
      Event"
      shall
      have the meaning specified in Section 6.2 of the Purchase
      Agreement.

     

    ["Requisite
      Amount"
      shall
      have the meaning specified in the Spread Account Agreement.]

     

    "Responsible
      Officer"
      means,
      as to the Trust Collateral Agent, the Indenture Trustee, the Custodian and
      the
      Back-up Servicer, an officer of the Indenture Trustee having direct
      responsibility for the administration of the Basic Documents to which such
      entities are a party.

     

    "Rule
      of 78's Receivable"
      means
      any Receivable under which the portion of a payment allocable to earned interest
      (which may be referred to in the related retail installment sale contract as
      an
      add-on finance charge) and the portion allocable to the Amount Financed is
      determined according to the method commonly referred to as the "Rule of 78's"
      method, the "sum of periodic balances" method, the "sum of monthly balances"
      method or any equivalent method.

     

    "Sale
      and Servicing Agreement"
      means
      the Sale and Servicing Agreement, dated as of _______________, among the Issuer,
      the Transferor, the Servicer, the Back-up Servicer, the Trust Collateral Agent
      and the Custodian, as the same may be amended or supplemented from time to
      time.

     

    "Schedule
      of Receivables"
      means
      the Schedule of Receivables attached as Schedule A to the Sale and Servicing
      Agreement, as the same may be amended or supplemented from time to
      time.

     

    "Scheduled
      Receivable Payment"
      means,
      for any Collection Period for any Receivable, the amount indicated in such
      Receivable as required to be paid by the Obligor in such Collection Period.
      If
      after the Closing Date, the Obligor's obligation under such Receivable with
      respect to a Collection Period has been modified so as to differ from the amount
      specified in such Receivable as a result of (i) the order of a court in an
      insolvency proceeding involving the Obligor, (ii) pursuant to the Soldiers'
      and
      Sailors' Civil Relief Act of 1940, as amended or (iii) modifications or
      extensions of the Receivable permitted by Section 4.2 of the Sale and Servicing
      Agreement, the Scheduled Receivable Payment with respect to such Collection
      Period shall refer to the Obligor's payment obligation with respect to such
      Collection Period as so modified.

     

    "Scheduled
      Payments"
      shall
      have the meaning assigned to such term in the Policy.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

     

    ["Series
      20 -  Supplement"
      means
      the Series 20 -  Supplement to Spread Account Agreement, dated as of
      _______________, by and among the Note Insurer, the Transferor, the Trust
      Collateral Agent and the Collateral Agent, as the same may be amended,
      supplemented or otherwise modified in accordance with the terms
      thereof.]

     

    
      
        
        

      

      
        Annex
          A - 22

        
          

        

      

      
        
        

      

    

    "Servicer"
      means
      LBAC as the servicer of the Receivables and each successor to LBAC (in the
      same
      capacity) pursuant to Section 8.3(a) or 9.2 of the Sale and Servicing Agreement,
      other than with respect to representations of the Servicer under Section 8.1
      of
      the Sale and Servicing Agreement.

     

    ["Servicer
      Extension Notice"
      shall
      have the meaning set forth in Section 4.13 of the Sale and Servicing
      Agreement.]

     

    "Servicer
      Termination Event"
      means
      an event specified in Section 9.1 of the Sale and Servicing
      Agreement.

     

    ["Servicer
      Termination Side Letter"
      means
      the letter from the Note Insurer to the Servicer, the Issuer and the Indenture
      Trustee dated as of December 1, 2000, with respect to the renewal term of the
      Servicer.]

     

    "Servicer's
      Certificate"
      means a
      certificate completed and executed by a Servicing Officer pursuant to Section
      4.9 of the Sale and Servicing Agreement.

     

    
      "Servicing
        Criteria"
        The
        "servicing criteria" set forth in Item 1122(d) of Regulation
        AB.

    

     

    "Servicing
      Fee"
      means
      the fee payable to the Servicer for services rendered during the respective
      Collection Period, determined pursuant to Section 4.8 of the Sale and Servicing
      Agreement.

     

    "Servicing
      Fee Rate"
      means,
      with respect to any Payment Date, _____% per annum; provided,
      however,
      that if
      the Back-up Servicer or another entity becomes the successor Servicer, the
      "Servicing Fee Rate" shall be equal to a rate not to exceed the Successor
      Servicing Fee Rate. Notwithstanding the foregoing, so long as LBAC is the
      Servicer and with respect to any Receivable as of any Determination Date, in
      the
      event that the sum of (i) the Weighted Average Note Rate and (ii) the Servicing
      Fee Rate with respect to such Receivable as of such Determination Date, exceeds
      the adjusted APR on such Receivable, the Servicing Fee Rate with respect to
      such
      Receivable shall be adjusted downward in an amount equal to such excess;
      provided, that in no event shall such Servicing Fee Rate be less than
      zero.

     

    "Servicing
      Officer"
      means
      any person whose name appears on a list of Servicing Officers delivered by
      the
      Servicer to the Trust Collateral Agent and the Note Insurer, as the same may
      be
      amended from time to time.

     

    "Simple
      Interest Excess"
      means,
      for any Collection Period, the excess, if any, of (i) Collected Interest over
      (ii) Expected Interest for such Collection Period.

     

    "Simple
      Interest Method"
      means
      the method of allocating a fixed level payment between principal and interest,
      pursuant to which the portion of such payment that is allocated to interest
      is
      equal to the product of the APR multiplied by the unpaid principal balance
      multiplied by the period of time (expressed as a fraction of a year, based
      on
      the actual number of days in the calendar month and the actual number of days
      in
      the calendar year) elapsed since the preceding payment of interest was made
      and
      the remainder of such payment is allocable to principal.

     

    
      
        
        

      

      
        Annex
          A - 23

        
          

        

      

      
        
        

      

    

    "Simple
      Interest Receivable"
      means
      any Receivable under which the portion of a payment allocable to interest and
      the portion allocable to principal is determined in accordance with the Simple
      Interest Method.

     

    "Simple
      Interest Shortfall"
      means,
      for any Collection Period, the excess, if any, of (i) Expected Interest over
      (ii) the Collected Interest for such Collection Period.

     

    ["Spread
      Account"
      means
      the Spread Account established and maintained pursuant to the Spread Account
      Agreement.]

     

    ["Spread
      Account Agreement"
      means
      the Master Spread Account Agreement dated as of _______________, among the
      Transferor, the Note Insurer, the Trustee, and the Collateral Agent, as
      supplemented by the Series 20__-_ Supplement, in each case, as the same may
      be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      the terms thereof.]

     

    "Standard
      & Poor's"
      means
      Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
      Inc. and any successors thereof.

     

    "State"
      means
      any State of the United States of America, or the District of
      Columbia.

     

    ["Stock
      Pledge Agreement"
      means
      the Stock Pledge and Collateral Agency Agreement, dated as of _______________,
      among LBAC, the Note Insurer and Chase Manhattan, as trust collateral agent
      and
      collateral agent, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with the terms thereof.]

     

    "Successor
      Servicing Fee Rate"
      means,
      with respect to any Payment Date, ___% per annum.

     

    ["Termination
      Date"
      means
      the latest of (i) the expiration of the Note Policy and the return of the Note
      Policy to the Note Insurer for cancellation, (ii) the date on which the Note
      Insurer shall have received payment and performance by the Issuer of its
      obligations under the Indenture and under the Basic Documents and (iii) the
      date
      on which the Indenture Trustee shall have received payment and performance
      by
      the Issuer of its obligations under the Indenture and under the Basic
      Documents.]

     

    "TIA"
      means
      the Trust Indenture Act of 1939, as amended, and as in force on the date hereof,
      unless otherwise specifically provided.

     

    "Title
      Package"
      means
      (i) a Lien Certificate noting the lien of the Originator of the Financed
      Vehicle, (ii) evidence that documentation has been submitted to the appropriate
      state motor vehicle authority to obtain a Lien Certificate noting the lien
      of
      the Originator of the Financed Vehicle or (iii) a Dealer Title Guaranty, if
      any.

     

    "Transferor"
      means
      Long Beach Acceptance Receivables Corp., a Delaware corporation, its successors
      and assigns.

     

    
      
        
        

      

      
        Annex
          A - 24

        
          

        

      

      
        
        

      

    

    "Transferred
      Property"
      shall
      have the meaning specified in Section 2.1(a) of the Purchase
      Agreement.

     

    ["Trigger
      Event"
      shall
      have the meaning assigned to such term in the Spread Account
      Agreement.]

     

    "Trust
      Agreement"
      means
      the Trust Agreement, dated as of _______________, between the Transferor and
      the
      Owner Trustee, as the same may be amended or supplemented from time to
      time.

     

    "Trust
      Assets"
      means
      all money, instruments, rights and other property transferred by the Transferor
      to the Trust set forth in items (i) through (x) in Section 2.1 of the Sale
      and
      Servicing Agreement.

     

    "Trust
      Collateral Agent"
      means
      the Person acting as Trust Collateral Agent under the Sale and Servicing
      Agreement, its successor-in-interest, and any successor Trust Collateral Agent
      thereunder.

     

    "Trust
      Officer"
      means,
      (i) in the case of the Trust Collateral Agent, any vice president, any assistant
      vice president, any assistant secretary, any assistant treasurer, any trust
      officer, or any other officer of the Trust Collateral Agent customarily
      performing functions similar to those performed by any of the above designated
      officers and also means, with respect to a particular corporate trust matter,
      any other officer to whom such matter is referred because of his knowledge
      of
      and familiarity with the particular subject, and (ii) in the case of the Owner
      Trustee, any officer in the Corporate Trust Office of the Owner Trustee or
      any
      agent of the Owner Trustee under a power of attorney with direct responsibility
      for the administration of all or any part of this Indenture or any of the Basic
      Documents on behalf of the Owner Trustee.

     

    "UCC"
      means
      the Uniform Commercial Code as in effect in the applicable
      jurisdiction.

     

    "Underwriters"
      means
      ____________________.

     

    "Underwriting
      Agreement"
      means
      the Underwriting Agreement relating to the Notes, dated _______________, among
      Long Beach Acceptance Receivables Corp., Long Beach Acceptance Corp. and
      [Underwriters], as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with the terms thereof.

     

    "VSI
      Policy"
      means,
      as of the Closing Date, [(i) the vendor's single interest physical damage
      insurance policy No. 1-5529-1344 NJ issued by BALBOA Life and Casualty, (ii)
      the
      vendor's single interest physical damage insurance policy No. LS 700 9-0254
      issued by Old Republic Minnehoma Insurance Company, (iii) the vendor's single
      interest physical damage insurance policy No. C1M2187817 issued by Utica
      National Insurance Group or (iv) the vendor's single interest physical damage
      insurance policy No. UL6160 issued by Ohio Indemnity Company, as applicable,
      with respect to the Financed Vehicles covered thereby, in each case in which
      LBAC is the named insured and the Trust Collateral Agent is an additional named
      insured; provided, that in the reasonable discretion of the Servicer any of
      the
      aforementioned policies may be cancelled and replaced with a substitute
      insurance policy, or, with the prior written consent of the Note Insurer, the
      Servicer may self-insure against the risk previously covered by the cancelled
      policy.]

     

    
      
        
        

      

      
        Annex
          A - 25

        
          

        

      

      
        
        

      

    

    "Weighted
      Average Note Rate"
      means,
      as of any Determination Date, the weighted average of the Class A Note Rate
      (weighted based on the outstanding Class A Note Balance as of such Determination
      Date).

     

     

     

     

     

     

    
      
        
        

      

      
        Annex
          A - 26