<PAGE>

                                                                    Exhibit 10.2



                                                                  Execution Copy







                            INDEMNIFICATION AGREEMENT

                                      among

                       FINANCIAL SECURITY ASSURANCE INC.,

                    LONG BEACH ACCEPTANCE RECEIVABLES CORP.,

                         GREENWICH CAPITAL MARKETS, INC.

                                       and

                          CITIGROUP GLOBAL MARKETS INC.












                            Dated as of March 1, 2004

               Long Beach Acceptance Auto Receivables Trust 2004-A

                $208,000,000 1.503% Asset Backed Notes, Class A-1

                $92,000,000 2.841% Asset Backed Notes, Class A-2


<PAGE>



Section 1.  Definitions........................................................1

Section 2.  Representations, Warranties and Agreements of Financial Security...3

Section 3.  Representations, Warranties and Agreements of the Underwriters.....6

Section 4.  Indemnification....................................................6

Section 5.  Indemnification Procedures.........................................7

Section 6.  Contribution.......................................................8

Section 7.  Miscellaneous......................................................9

EXHIBIT A - Opinion of Assistant General Counsel


<PAGE>


                            INDEMNIFICATION AGREEMENT

                  INDEMNIFICATION AGREEMENT, dated as of March 1, 2004, among
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), LONG BEACH ACCEPTANCE
RECEIVABLES CORP. (the "Company"), GREENWICH CAPITAL MARKETS, INC. ("RBS GC")
and CITIGROUP GLOBAL MARKETS INC., ("Citigroup" and, together with RBS GC, the
"Underwriters"):

                  Section 1. Definitions. For purposes of this Agreement, the
following terms shall have the meanings provided below:

                  "Agreement" means this Indemnification Agreement, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof.

                  "Commission" means the Securities and Exchange Commission.

                  "Company Party" means any of the Company, its parent,
subsidiaries and affiliates and any shareholder, director, officer, employee,
agent or "controlling person" (as such term is used in the Securities Act) of
any of the foregoing.

                  "Federal Securities Laws" means the Securities Act, the
Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment
Company Act of 1940, the Investment Advisers Act of 1940 and the Public Utility
Holding Company Act of 1935, each as amended from time to time, and the rules
and regulations in effect from time to time under such Acts.

                  "Financial Security Agreements" means this Agreement, the
Spread Account Agreement and the Insurance Agreement.

                  "Financial Security Information" has the meaning provided in
Section 2(g) hereof.

                  "Financial Security Party" means any of Financial Security,
its parent, subsidiaries and affiliates, and any shareholder, director, officer,
employee, agent or "controlling person" (as such term is used in the Securities
Act) of any of the foregoing.

                  "Indemnified Party" means any party entitled to any
indemnification pursuant to Section 4 hereof.

                  "Indemnifying Party" means any party required to provide
indemnification pursuant to Section 4 hereof.

                  "Insurance Agreement" means the Insurance and Indemnity
Agreement, dated as of March 1, 2004, among Financial Security, the Company and
LBAC, and Long Beach Acceptance Auto Receivables Trust 2004-A as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

<PAGE>

                  "LBAC" means Long Beach Acceptance Corp., a Delaware
Corporation.

                  "Losses" means (a) any actual out-of-pocket damages incurred
by the party entitled to indemnification or contribution hereunder, (b) any
actual out-of-pocket costs or expenses incurred by such party, including
reasonable fees or expenses of its counsel and other expenses incurred in
connection with investigating or defending any claim, action or other proceeding
which entitle such party to be indemnified hereunder (subject to the limitations
set forth in Section 5 hereof), to the extent not paid, satisfied or reimbursed
from funds provided by any other Person other than an affiliate of such party
(provided that the foregoing shall not create or imply any obligation to pursue
recourse against any such other Person), plus (c) interest on the amount paid by
the party entitled to indemnification or contribution from the date of such
payment to the date of payment by the party who is obligated to indemnify or
contribute hereunder at the statutory rate applicable to judgments for breach of
contract.

                  "Offering Document" means the Prospectus, Prospectus
Supplement and any other material or documents delivered by the Underwriters or
any Underwriter Party to any Person in connection with the offer or sale of the
Securities; provided, however, the Preliminary Computational Materials dated
February 24, 2004, in respect of the Securities shall not be included in this
definition of "Offering Document".

                  "Person" means any individual, partnership, joint venture,
corporation, trust, unincorporated organization, limited liability company,
limited liability partnership or other organization or entity (whether
governmental or private).

                  "Policy" means the financial guaranty insurance policy
delivered by Financial Security with respect to the Securities.

                  "Prospectus" means, collectively, the Prospectus relating to
the Securities dated March 16, 2004, and the Prospectus Supplement.

                  "Prospectus Supplement" means the Prospectus Supplement dated
March 16, 2004 relating to the Securities.

                  "Rating Agencies" has the meaning provided in the last
paragraph of Section 2 hereof.

                  "Representative" means Greenwich Capital Markets Inc. as
representative of the Underwriters.

                  "Securities" means the Long Beach Acceptance Auto Receivables
Trust 2004-A $208,000,000 1.503% Asset Backed Notes, Class A-1, $92,000,000
2.841% Asset Backed Notes, Class A-2, each as described in the Prospectus
Supplement and covered by the Policy.

                                       2

<PAGE>

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time, and any rule or regulation in effect from time to time under
such Act.

                  "Spread Account Agreement" means the Master Spread Account
Agreement, dated as of March 1, 2004 among the Company, the Collateral Agent
specified therein, Financial Security and the Trustee specified therein, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.

                  "Underwriters" means Greenwich Capital Markets, Inc. and
Citigroup Global Markets Inc.

                  "Underwriter Information" has the meaning provided in Section
3(c) hereof.

                  "Underwriter Party" means any of the Underwriters, its
respective parent, subsidiaries and affiliates and any shareholder, director,
officer, employee, or agent of the "controlling person" (as such item is used in
the Securities Act) of any of the foregoing.

                  "Underwriting Agreement" means the Underwriting Agreement
dated as of February 26, 2004 among the Company, LBAC and the Underwriters with
respect to the offer and sale of the Securities, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof.

                  Section 2. Representations, Warranties and Agreements of
Financial Security. Financial Security represents, warrants and agrees with the
parties hereto as follows:

                          (a) Organization, Etc. Financial Security is a stock
                  insurance company duly organized, validly existing and
                  authorized to transact financial guaranty insurance business
                  under the laws of the State of New York.

                          (b) Authorization, Etc. The Policy and the Financial
                  Security Agreements have been duly authorized, executed and
                  delivered by Financial Security.

                          (c) Validity, Etc. The Policy and the Financial
                  Security Agreements constitute valid and binding obligations
                  of Financial Security, enforceable against Financial Security
                  in accordance with their terms, subject, as to the enforcement
                  of remedies, to bankruptcy, insolvency, reorganization,
                  rehabilitation, moratorium and other similar laws affecting
                  the enforceability of creditors' rights generally applicable
                  in the event of the bankruptcy or insolvency of Financial
                  Security and to the application of general principles of
                  equity and subject, in the case of this Agreement, to
                  principles of public policy limiting the right to enforce the
                  indemnification provisions contained herein.

                                       3

<PAGE>


                          (d) Exemption From Registration. The Policy is exempt
                  from registration under the Securities Act.

                          (e) No Conflicts. Neither the execution or delivery by
                  Financial Security of the Policy or the Financial Security
                  Agreements, nor the performance by Financial Security of its
                  obligations thereunder, will conflict with any provision of
                  the certificate of incorporation or the bylaws of Financial
                  Security nor result in a breach of, or constitute a default
                  under, any material agreement or other instrument to which
                  Financial Security is a party or by which any of its property
                  is bound nor violate any judgment, order or decree applicable
                  to Financial Security of any governmental or regulatory body,
                  administrative agency, court or arbitrator having jurisdiction
                  over Financial Security (except that, in the published opinion
                  of the Securities and Exchange Commission, the indemnification
                  provisions of this Agreement, insofar as they relate to
                  indemnification for liabilities arising under the Securities
                  Act, are against public policy as expressed in the Securities
                  Act and are therefore unenforceable).

                          (f) Financial Information. The consolidated balance
                  sheets of Financial Security as of December 31, 2002 and
                  December 31, 2001 and the related consolidated statements of
                  income, changes in shareholder's equity and cash flows for the
                  fiscal years then ended, and the interim consolidated balance
                  sheets for Financial Security as of March 31, 2003, June 30,
                  2003 and September 30, 2003, and the related statements of
                  income, changes in shareholders equity and cash flows for the
                  interim period then ended, furnished by Financial Security to
                  the Underwriters fairly present in all material respects the
                  financial condition of Financial Security as of such dates and
                  for such periods in accordance with generally accepted
                  accounting principles consistently applied (subject as to
                  interim statements to normal year-end adjustments) and since
                  the date of the most current interim consolidated balance
                  sheet referred to above there has been no change in the
                  financial condition of Financial Security which would
                  materially and adversely affect its ability to perform its
                  obligations under the Policy.

                          (g) Financial Security Information. The information in
                  the Prospectus Supplement set forth under the caption "THE
                  INSURER" (as revised from time to time in accordance with the
                  provisions hereof, the "Financial Security Information") is
                  limited and does not purport to provide the scope of
                  disclosure required to be included in a prospectus with
                  respect to a registrant in connection with the offer and sale
                  of securities of such registrant registered under the
                  Securities Act. Within such limited scope of disclosure,
                  however, as of the date of the Prospectus Supplement and as of
                  the date hereof, the Financial Security Information does not
                  contain any untrue statement of a material fact, or omit to
                  state a material fact necessary to make the statements
                  contained therein, in the light of the circumstances under
                  which they were made, not misleading.


                                       4

<PAGE>


                          (h) Additional Information. Financial Security will
                  furnish to the Underwriters or the Company, upon request of
                  the Underwriters or the Company, as the case may be, copies of
                  Financial Security's most recent financial statements (annual
                  or interim, as the case may be) which fairly present in all
                  material respects the financial condition of Financial
                  Security as of the dates and for the periods indicated, in
                  accordance with generally accepted accounting principles
                  consistently applied except as noted therein (subject, as to
                  interim statements, to normal year-end adjustments). In
                  addition, if the delivery of a Prospectus relating to the
                  Securities is required at any time prior to the expiration of
                  nine months after the time of issuance of the Prospectus in
                  connection with the offering or sale of the Securities, the
                  Company or the Underwriters will notify Financial Security of
                  such requirement to deliver a Prospectus and Financial
                  Security will promptly provide the Underwriters and the
                  Company with any revisions to the Financial Security
                  Information that are in the judgment of Financial Security
                  reasonably necessary to prepare a supplement to the
                  Prospectus.

                          (i) Opinion of Counsel. Financial Security will
                  furnish to the Underwriters and the Company, on the closing
                  date for the sale of the Securities, an opinion of its
                  Assistant General Counsel, to the effect set forth in Exhibit
                  A attached hereto, dated such closing date and addressed to
                  the Company and the Underwriters.

                          (j) Consents and Reports of Independent Accountants.
                  Financial Security will furnish to the Underwriters and the
                  Company, upon request, as comfort from its independent
                  accountants in respect of its financial condition (i) at the
                  expense of the Person specified in the Insurance Agreement, a
                  copy of the Prospectus, including either a manually signed
                  consent or a manually signed report of Financial Security's
                  independent accountants and (ii) the quarterly review letter
                  by Financial Security's independent accountants in respect of
                  the most recent interim financial statements of Financial
                  Security.

Nothing in this Agreement shall be construed as a representation or warranty by
Financial Security concerning the rating of its insurance financial strength by
Fitch Ratings, Moody's Investors Service, Inc., Standard & Poor's and Rating and
Investment Information, Inc. or any other rating assigned by a rating agency
(collectively, the "Rating Agencies"). The Rating Agencies, in assigning such
ratings, take into account facts and assumptions not described in the Prospectus
and the facts and assumptions which are considered by the Rating Agencies, and
the ratings issued thereby, are subject to change over time.

                                       5

<PAGE>

                  Section 3. Representations, Warranties and Agreements of the
Underwriters. Each of the Underwriters represents, warrants and agrees with the
parties hereto as follows:

                          (a) Compliance With Laws. Such Underwriter will comply
                  in all material respects with all legal requirements in
                  connection with offers and sales of the Securities and make
                  such offers and sales in the manner provided in any Offering
                  Document.

                          (b) Offering Document. Such Underwriter will not use,
                  or distribute to other broker-dealers for use, any Offering
                  Document in connection with the offer and sale of the
                  Securities unless such Offering Document includes such
                  information as has been furnished by Financial Security for
                  inclusion therein and the information therein concerning
                  Financial Security has been approved by Financial Security in
                  writing. Financial Security hereby consents to the information
                  in respect of Financial Security included in the Prospectus
                  Supplement. Each Offering Document will include the following
                  statement:

         "The Policy is not covered by the property/casualty insurance security
         fund specified in Article 76 of the New York Insurance Law".

         Each Offering Document including financial information (other than
financial information included in the Financial Security Information) with
respect to Financial Security prepared in accordance with generally accepted
accounting principles will include the following statement immediately preceding
such financial information:

         "The New York State Insurance Department recognizes only statutory
         accounting practices for determining and reporting the financial
         condition and results of operations of an insurance company, for
         determining its solvency under the New York Insurance Law, and for
         determining whether its financial condition warrants the payment of a
         dividend to its stockholders. No consideration is given by the New York
         State Insurance Department to financial statements prepared in
         accordance with generally accepted accounting principles in making such
         determinations."

                          (c) Underwriter Information. With respect to any
                  Underwriter, all material provided by such Underwriter for
                  inclusion in any Offering Document (as revised from time to
                  time and certified by such Underwriter in writing to
                  constitute Underwriter Information, the "Underwriter
                  Information"), insofar as such information relates to such
                  Underwriter, is true and correct in all material respects. In
                  respect of the Prospectus Supplement, the Underwriter
                  Information with respect to such Underwriter is limited to the
                  information relating to such Underwriter set forth (i) in the
                  body of the Prospectus Supplement under the caption
                  "Underwriting" the first, second and last paragraph and (ii)
                  any other information certified in writing by such Underwriter
                  to be Underwriter Information.

                                       6

<PAGE>


                  Section 4. Indemnification.

                          (a) Financial Security agrees, upon the terms and
                  subject to the conditions provided herein, to indemnify,
                  defend and hold harmless each Company Party and each
                  Underwriter Party against (i) any and all Losses incurred by
                  them with respect to the offer and sale of the Securities and
                  resulting from Financial Security's breach of any of its
                  representations, warranties or agreements set forth in Section
                  2 hereof and (ii) any and all Losses to which any Company
                  Party or Underwriter Party may become subject, under the
                  Securities Act or otherwise, insofar as such Losses arise out
                  of or result from an untrue statement of a material fact
                  contained in any Offering Document or the omission to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, in
                  each case to the extent, but only to the extent, that such
                  untrue statement or omission was made in the Financial
                  Security Information included therein in accordance with the
                  provisions hereof.

                          (b) Each of the Underwriters agrees, severally and not
                  jointly, upon the terms and subject to the conditions provided
                  herein, to indemnify, defend and hold harmless each Financial
                  Security Party against (i) any and all Losses incurred by them
                  with respect to the offer and sale of the Securities and
                  resulting from such Underwriter's breach of any of its
                  representations, warranties or agreements set forth in Section
                  3 hereof and (ii) any and all Losses to which any Financial
                  Security Party may become subject, under the Securities Act or
                  otherwise, insofar as such Losses arise out of or result from
                  an untrue statement of a material fact contained in any
                  Offering Document or the omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading, in each case to the extent,
                  but only to the extent, that such untrue statement or omission
                  was made in the Underwriter Information with respect to such
                  Underwriter included therein.

                          (c) Upon the incurrence of any Losses for which a
                  party is entitled to indemnification hereunder, the
                  Indemnifying Party shall reimburse the Indemnified Party
                  promptly upon establishment by the Indemnified Party to the
                  Indemnifying Party of the Losses incurred.

                                       7

<PAGE>

                          Section 5. Indemnification Procedures. Except as
                  provided below in Section 6 with respect to contribution, the
                  indemnification provided herein by an Indemnifying Party shall
                  be the exclusive remedy of any and all Indemnified Parties for
                  the breach of a representation, warranty or agreement
                  hereunder by an Indemnifying Party; provided, however, that
                  each Indemnified Party shall be entitled to pursue any other
                  remedy at law or in equity for any such breach so long as the
                  damages sought to be recovered shall not exceed the Losses
                  incurred thereby resulting from such breach. In the event that
                  any action or regulatory proceeding shall be commenced or
                  claim asserted which may entitle an Indemnified Party to be
                  indemnified under this Agreement, such party shall give the
                  Indemnifying Party written or telegraphic notice of such
                  action or claim reasonably promptly after receipt of written
                  notice thereof. The Indemnifying Party shall be entitled to
                  participate in and, upon notice to the Indemnified Party,
                  assume the defense of any such action or claim in reasonable
                  cooperation with, and with the reasonable cooperation of, the
                  Indemnified Party. The Indemnified Party shall have the right
                  to employ separate counsel in any such action and to
                  participate in the defense thereof at the expense of the
                  Indemnified Party; provided, however, that the fees and
                  expenses of such separate counsel shall be at the expense of
                  the Indemnifying Party if (i) the Indemnifying Party has
                  agreed to pay such fees and expenses, (ii) the Indemnifying
                  Party shall have failed to assume the defense of such action
                  or proceeding and employ counsel satisfactory to the
                  Indemnified Party in any such action or proceeding or (iii)
                  the named parties to any such action or proceeding (including
                  any impleaded parties) include both the Indemnified Party and
                  the Indemnifying Party, and the Indemnified Party shall have
                  been advised by counsel that (A) there may be one or more
                  legal defenses available to it which are different from or
                  additional to those available to the Indemnifying Party and
                  (B) the representation of the Indemnifying Party and the
                  Indemnified Party by the same counsel would be inappropriate
                  or contrary to prudent practice, in which case, if the
                  Indemnified Party notifies the Indemnifying Party in writing
                  that it elects to employ separate counsel at the expense of
                  the Indemnifying Party, the Indemnifying Party shall not have
                  the right to assume the defense of such action or proceeding
                  on behalf of such Indemnified Party, it being understood,
                  however, that the Indemnifying Party shall not, in connection
                  with any one such action or proceeding or separate but
                  substantially similar or related actions or proceedings in the
                  same jurisdiction arising out of the same general allegations
                  or circumstances, be liable for the reasonable fees and
                  expenses of more than one separate firm of attorneys at any
                  time for all the Company Parties, one such firm for all
                  Underwriter Parties and one such firm for all Financial
                  Security Parties, as the case may be, which firm shall be
                  designated in writing by the Company in respect of the Company
                  Parties, by the Representative in respect of the Underwriter
                  Parties and by Financial Security in respect of the Financial
                  Security Parties. The Indemnifying Party shall not be liable
                  for any settlement of any such claim or action unless the
                  Indemnifying Party shall have consented thereto or be in
                  default in its obligations hereunder. Any failure by an
                  Indemnified Party to comply with the provisions of this
                  Section shall relieve the Indemnifying Party of liability only
                  if such failure is prejudicial to the position of the
                  Indemnifying Party and then only to the extent of such
                  prejudice.


                                       8

<PAGE>


                  Section 6. Contribution.

                          (a) To provide for just and equitable contribution if
                  the indemnification provided by any Indemnifying Party is
                  determined to be unavailable for any Indemnified Party (other
                  than due to application of this Section), each Indemnifying
                  Party shall contribute to the Losses arising from any breach
                  of any of its representations, warranties or agreements
                  contained in this Agreement on the basis of the relative fault
                  of each of the parties as set forth in Section 6(b) below;
                  provided, however, that an Indemnifying Party shall in no
                  event be required to contribute to all Indemnified Parties an
                  aggregate amount in excess of the Losses incurred by such
                  Indemnified Parties resulting from the breach of
                  representations, warranties or agreements contained in this
                  Agreement.

                          (b) The relative fault of each Indemnifying Party, on
                  the one hand, and of each Indemnified Party, on the other,
                  shall be determined by reference to, among other things,
                  whether the breach of, or alleged breach of, any
                  representations, warranties or agreements contained in this
                  Agreement relates to information supplied by, or action within
                  the control of, the Indemnifying Party or the Indemnified
                  Party and the parties' relative intent, knowledge, access to
                  information and opportunity to correct or prevent such breach.

                          (c) The parties agree that Financial Security shall be
                  solely responsible for the Financial Security Information,
                  each Underwriter shall be solely responsible for the
                  Underwriter Information with respect to such Underwriter and
                  that the balance of each Offering Document shall be the
                  responsibility of LBAC and the Company.

                          (d) Notwithstanding anything in this Section 6 to the
                  contrary, no Underwriter shall be required to contribute an
                  amount in excess of the amount by which the total principal
                  balance of the Securities underwritten by such Underwriter
                  exceeds the amount of any damages that such Underwriter has
                  otherwise been required to pay in respect of any breach by
                  such Underwriter of its representations or warranties
                  contained in Section 3 hereof.

                          (e) No Person guilty of fraudulent misrepresentation
                  (within the meaning of Section 11(f) of the Securities Act)
                  shall be entitled to contribution from any Person who was not
                  guilty of such fraudulent misrepresentation.

                          (f) Upon the incurrence of any Losses entitled to
                  contribution hereunder, the contributor shall reimburse the
                  party entitled to contribution promptly upon establishment by
                  the party entitled to contribution to the contributor of the
                  Losses incurred.


                                       9

<PAGE>

                  Section 7. Miscellaneous.

                          (a) Notices. All notices and other communications
                  provided for under this Agreement shall be delivered to the
                  address set forth below or to such other address as shall be
                  designated by the recipient in a written notice to the other
                  party or parties hereto:

                  If to Financial Security:

                                           Financial Security Assurance Inc.
                                           350 Park Avenue
                                           New York, NY 10022

                                           Attention: Senior Vice President--
                                                      Transaction Oversight
                                                      Department
                                           (with a copy to the Attention of the
                                           General Counsel)

                                           Re:  Long Beach Acceptance Auto
                                                Receivables
                                           Trust 2004-A Policy No. 51503-N

                                           Confirmation: (212) 826-0100

                                           Facsimile Nos.: (212) 339-3518,
                                           (212) 339-3529 (in each case in
                                           which notice or other communication
                                           to Financial Security refers to an
                                           Event of Default, a claim on the
                                           Policy or with respect to which
                                           failure on the part of Financial
                                           Security to respond shall be deemed
                                           to constitute consent or acceptance,
                                           then a copy of such notice or other
                                           communication should also be sent to
                                           the attention of each of the General
                                           Counsel and the Head-Financial
                                           Guaranty Group and shall be marked
                                           to indicate "URGENT MATERIAL
                                           ENCLOSED.")

                  If to the Company:

                                            Long Beach Acceptance Receivables
                                            Corp.
                                            One Mack Centre Drive
                                            Paramus, NJ  07652
                                            Attention:  General Counsel
                                            Facsimile No.: (201) 262-6868
                                            Confirmation: (201) 262-5222

                  If to the RBS GC:

                                            Greenwich Capital Markets, Inc.
                                            600 Steamboat Road
                                            Greenwich, CT 06830
                                            Attention: Asset-Backed Finance
                                            Facsimile No:  (203) 618-2164
                                            Confirm No:  (203) 622-5666

                                       10

<PAGE>

                  If to the Citigroup:

                                            Citigroup Global Markets Inc.
                                            390 Greenwich Street, 6th Floor
                                            New York, NY 10013
                                            Attention: Asset Backed Finance
                                            Facsimile No:  (212) 723-8591
                                            Confirm No:  (212) 723-9566
                                            Phone: (212) 723-9562

                          (b) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
                  IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING
                  OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE
                  GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

                          (c) Assignments. This Agreement may not be assigned by
                  any party without the express written consent of each other
                  party. Any assignment made in violation of this Agreement
                  shall be null and void.

                          (d) Amendments. Amendments of this Agreement shall be
                  in writing signed by each party hereto.

                          (e) Survival, Etc. The indemnity and contribution
                  agreements contained in this Agreement shall remain operative
                  and in full force and effect, regardless of (i) any
                  investigation made by or on behalf of any Indemnifying Party,
                  (ii) the issuance of the Securities or (iii) any termination
                  of this Agreement or the Policy. The indemnification provided
                  in this Agreement will be in addition to any liability which
                  the parties may otherwise have and shall in no way limit any
                  obligations of LBAC or the Company under the Underwriting
                  Agreement or under the Insurance Agreement.

                          (f) Counterparts. This Agreement may be executed in
                  counterparts by the parties hereto, and all such counterparts
                  shall constitute one and the same instrument.

                             [Remainder of Page Intentionally Blank]

                                       11

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first above written.

                                         FINANCIAL SECURITY ASSURANCE INC.



                                         By:____________________________________
                                            Name:
                                            Title:



                                         LONG BEACH ACCEPTANCE RECEIVABLES CORP.



                                         By:____________________________________
                                            Name:
                                            Title:



                                         GREENWICH CAPITAL MARKETS, INC.



                                         By:____________________________________
                                            Name:
                                            Title:



                                         CITIGROUP GLOBAL MARKETS INC.



                                         By:____________________________________
                                            Name:
                                            Title:


                                       12


<PAGE>


                                    EXHIBIT A

                      OPINION OF ASSISTANT GENERAL COUNSEL

               Based upon the foregoing, I am of the opinion that:

                  1. Financial Security is a stock insurance company duly
organized, validly existing and authorized to transact financial guaranty
insurance business under the laws of the State of New York.

                  2. The Policy, the Insurance Agreement and the Indemnification
Agreement been duly authorized, executed and delivered by Financial Security.

                  3. The Policy, the Insurance Agreement and the Indemnification
Agreement constitute valid and binding obligations of Financial Security,
enforceable against Financial Security in accordance with their terms, subject,
as to the enforcement of remedies, to bankruptcy, insolvency, reorganization,
rehabilitation, moratorium and other similar laws affecting the enforceability
of creditors' rights generally applicable in the event of the bankruptcy or
insolvency of Financial Security and to the application of general principles of
equity and subject, in the case of the Indemnification Agreement, to principles
of public policy limiting the right to enforce the indemnification provisions
contained therein insofar as they relate to indemnification for liabilities
arising under applicable securities laws.

                  4. The Policy is exempt from registration under the Securities
Act of 1933, as amended (the "Act").

                  5. Neither the execution or delivery by Financial Security of
the Policy or the Insurance Agreement or the Indemnification Agreement, nor the
performance by Financial Security of its obligations thereunder, will conflict
with any provision of the certificate of incorporation or the bylaws of
Financial Security or, to the best of my knowledge, result in a breach of, or
constitute a default under, any agreement or other instrument to which Financial
Security is a party or by which it or any of its property is bound or, to the
best of my knowledge, violate any judgment, order or decree applicable to
Financial Security of any governmental or regulatory body, administrative
agency, court or arbitrator having jurisdiction over Financial Security (except
that in the published opinion of the Securities and Exchange Commission the
indemnification provisions of the Indemnification Agreement, insofar as they
relate to indemnification for liabilities arising under the Act, are against
public policy as expressed in the Act and are therefore unenforceable).

                  6. In addition, please be advised that I have reviewed the
description of Financial Security under the caption "THE INSURER" in the
Prospectus Supplement dated March 16, 2004, (the "Offering Document") of the
Company with respect to the Securities. The information provided in the Offering
Document with respect to Financial Security is limited and does not purport to
provide the scope of disclosure required to be included in a prospectus with
respect to a registrant under the Securities Act of 1933, as amended, in
connection with the public offer and sale of securities of such registrant.
Within such limited scope of disclosure, however, there has not come to my
attention any information which would cause me to believe that the description
of Financial Security referred to above, as of the date of the Prospectus
Supplement or the date hereof, contained any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(except that no opinion is rendered with respect to any financial statements or
other financial information contained or referred to therein).