Exhibit
      10.1


    
      

      

    

    


     

    PURCHASE
      AGREEMENT

     

    between

     

    LONG
      BEACH ACCEPTANCE CORP.

     

    and

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP.

     

    Dated
      as
      of __________, 20__

     

    


     

    


    
      

      

    

     


    TABLE
      OF
      CONTENTS

     

    
      
        	 	Page 
	 	 
	
                ARTICLE
                  I CERTAIN DEFINITIONS

              	
                1

              
	
                ARTICLE
                  II PURCHASE AND SALE OF RECEIVABLES

              	
                2

              
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES

              	
                3

              
	
                ARTICLE
                  IV CONDITIONS

              	
                15

              
	
                ARTICLE
                  V COVENANTS OF LBAC

              	
                17

              
	
                ARTICLE
                  VI MISCELLANEOUS PROVISIONS

              	
                21

              


      

    

     

    ANNEX
      A -
      Defined Terms

     

    EXHIBIT
      A
      - Assignment

     

    SCHEDULE
      A - Schedule of Receivables

     

    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
           

        

      

    



    PURCHASE
      AGREEMENT dated as of __________, 20__, by and between LONG BEACH ACCEPTANCE
      CORP., a Delaware corporation ("LBAC"),
      having its principal executive office at One Mack Centre Drive, Paramus, New
      Jersey 07652 and LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware corporation
      (the "Transferor"),
      having its principal executive office at One Mack Centre Drive, Paramus, New
      Jersey 07652.

     

    WHEREAS,
      in the regular course of its business, LBAC purchases and services through
      its
      auto loan programs certain motor vehicle retail installment sale contracts
      secured by new and used automobiles, vans, sport utility vehicles or light
      duty
      trucks acquired from motor vehicle dealers; and

     

    WHEREAS,
      LBAC and the Transferor wish to set forth the terms pursuant to which the
      Receivables are to be sold by LBAC to the Transferor, which Receivables together
      with the other Trust Assets will be conveyed by the Transferor to the Issuer
      pursuant to the Sale and Servicing Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing, other good and valuable
      consideration, and the mutual terms and covenants contained herein, the parties
      hereto agree as follows:

     

    ARTICLE
      I

    CERTAIN
      DEFINITIONS

     

    Capitalized
      terms used herein shall have the meanings set forth in Annex A attached
      hereto.

     

    1.1. 
        Action
      by or Consent of Noteholders.
      Whenever any provision of this Purchase Agreement refers to action to be taken,
      or consented to, by Noteholders, such provision shall be deemed to refer to
      Noteholders of record as of the Record Date immediately preceding the date
      on
      which such action is to be taken, or consent given, by Noteholders. Solely
      for
      the purposes of any action to be taken, or consented to, by Noteholders, any
      Note registered in the name of LBAC or any Affiliate thereof (other than a
      Note
      pledged by LBAC or an Affiliate to a nonaffiliated third party) shall be deemed
      not to be outstanding and the aggregate principal balance evidenced thereby
      shall not be taken into account in determining whether the requisite principal
      balance necessary to effect any such action or consent has been obtained;
provided,
      however, that,
      solely for the purpose of determining whether the Indenture Trustee or Trust
      Collateral Agent is entitled to rely upon any such action or consent, only
      Notes
      the Indenture Trustee or Trust Collateral Agent knows to be so owned shall
      be so
      disregarded.

     

    1.2. 
        Material
      Adverse Effect.
      Whenever a determination is to be made under this Purchase Agreement as to
      whether a given event, action, course of conduct or set of facts or
      circumstances could or would have a material adverse effect on the Issuer or
      the
      Noteholders (or any similar or analogous determination), [such determination
      shall be made without taking into account the funds available from claims under
      the Policy]. Whenever a determination is to be made under this Purchase
      Agreement whether a breach of a representation, warranty or covenant has or
      could have a material adverse effect on a Receivable or the interest therein
      of
      the Issuer, the Noteholders [or the Note Insurer] (or any similar or analogous
      determination), such determination shall be made by [the Note Insurer in its
      sole discretion so long as no Note Insurer Default shall have occurred and
      be
      continuing].

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      II


     

    PURCHASE
      AND SALE OF RECEIVABLES

     

    2.1. 
        Purchase
      and Sale of Receivables.
      On the
      Closing Date, subject to the terms and conditions of this Purchase Agreement,
      LBAC agrees to sell to the Transferor, and the Transferor agrees to purchase
      from LBAC, without recourse (subject to the obligations in this Purchase
      Agreement and the Sale and Servicing Agreement), all of LBAC's right, title
      and
      interest in, to and under the Receivables and the other Transferred Property
      relating thereto. The conveyance to the Transferor of the Receivables and other
      Transferred Property relating thereto is intended as a sale free and clear
      of
      all liens and it is intended that such Transferred Property and other property
      of the Transferor shall not be part of LBAC's estate in the event of the filing
      of a bankruptcy petition by or against LBAC under any bankruptcy law.


     

    (a)
        Transfer
      of Receivables.
      On the
      Closing Date and simultaneously with the transactions to be consummated pursuant
      to the Sale and Servicing Agreement, LBAC shall sell, transfer, assign, grant,
      set over and otherwise convey to the Transferor, without recourse (subject
      to
      the obligations herein and in the Sale and Servicing Agreement), all right,
      title and interest of LBAC in, to and under: (i) the Receivables listed in
      Schedule A hereto, all monies received on the Receivables after the Cutoff
      Date
      and, with respect to any Receivables which are Precomputed Receivables, the
      related Payahead Amount, and all Liquidation Proceeds and Recoveries received
      with respect to the Receivables; (ii) the security interests in the related
      Financed Vehicles granted by the related Obligors pursuant to the Receivables
      and any other interest of LBAC in such Financed Vehicles, including, without
      limitation, the certificates of title and any other evidence of ownership with
      respect to such Financed Vehicles; (iii) any proceeds from claims on any
      physical damage, credit life and credit accident and health insurance policies
      or certificates or the VSI Policy, if any, relating to the related Financed
      Vehicles or the related Obligors, including any rebates and premiums; (iv)
      property (including the right to receive future Liquidation Proceeds) that
      secures a Receivable and that has been acquired pursuant to the liquidation
      of
      such Receivable; (v) refunds for the costs of extended service contracts with
      respect to the related Financed Vehicles, refunds of unearned premiums with
      respect to credit life and credit accident and health insurance policies or
      certificates covering a related Obligor or Financed Vehicle or his or her
      obligations with respect to such Financed Vehicle and any recourse to Dealers
      for any of the foregoing; (vi) the Legal Files and the Receivable Files related
      to each Receivable and any and all other documents that LBAC keeps on file
      in
      accordance with its customary procedures relating to the Receivables, the
      related Obligors or the related Financed Vehicles; (vii) all amounts and
      property from time to time held in or credited to the Lock-Box Account, to
      the
      extent such amounts and property relate to the Receivables; (viii) any proceeds
      from recourse against Dealers (other than any Chargeback Obligations) including,
      without limitation, any Dealer Title Guaranties with respect to the Receivables,
      with respect to the sale of the Receivables; and (ix) the proceeds of any and
      all of the foregoing (collectively, the property set forth in clauses (i)
      through (ix) above, the "Transferred
      Property").

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b)
        Receivables
      Purchase Price.
      In
      consideration for the Receivables and other Transferred Property described
      in
      Section 2.1(a), the Transferor shall, on the Closing Date, pay to LBAC, the
      Receivables Purchase Price to LBAC on the Closing Date. The Receivables Purchase
      Price shall be paid by federal wire transfer (same day) funds.

     

    2.2. 
        The
      Closing.
      The
      sale and purchase of the Receivables and the other Transferred Property relating
      thereto shall take place at a closing (the "Closing")
      at the
      offices of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New
      York
      10019 on the Closing Date, simultaneously with the closings under: (a) the
      Sale
      and Servicing Agreement pursuant to which the Transferor will convey all of
      its
      right, title and interest in and to the Receivables and the other Trust Assets
      to the Issuer; (b) the Indenture pursuant to which the Issuer will pledge all
      of
      its right, title and interest in and to the Receivables and the other Pledged
      Property to the Indenture Trustee for the benefit of the Noteholders [and the
      Note Insurer]; (c) the Trust Agreement pursuant to which the Issuer shall be
      formed and the Certificate issued to the Transferor and (d) the Underwriting
      Agreement pursuant to which the Issuer shall sell the Notes.

     

    ARTICLE
      III


     

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1. 
        Representations
      and Warranties of the Transferor.
      The
      Transferor hereby represents and warrants to LBAC as of the date hereof and
      as
      of the Closing Date, on which LBAC relies in selling the Receivables and the
      other Transferred Property, on which the Issuer relies in pledging the
      Receivables and the other Pledged Property to the Indenture Trustee under the
      Indenture [and on which the Note Insurer will rely in issuing the
      Policy]:

     

    (a)
        Organization
      and Good Standing.
      The
      Transferor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, with the corporate power
      and
      authority to own its properties and to conduct its business as such properties
      are currently owned and such business is presently conducted, and had at all
      relevant times, and has, the corporate power, authority and legal right to
      acquire and own the Receivables and the other Transferred Property and to convey
      the Receivables and the other Transferred Property to the Issuer pursuant to
      the
      Sale and Servicing Agreement and to perform its other obligations under this
      Purchase Agreement the Sale and Servicing Agreement and any other Basic
      Documents to which it is a party.

     

    (b)
        Due
      Qualification.
      The
      Transferor is duly qualified to do business as a foreign corporation in good
      standing, and has obtained all necessary licenses and approvals, in all
      jurisdictions in which the ownership or lease of its property or the conduct
      of
      its business (including, without limitation, the purchase of the Receivables
      from LBAC hereunder, the conveyance of the Receivables by the Transferor
      pursuant to the Sale and Servicing Agreement, and the performance of its other
      obligations under this Purchase Agreement, the Sale and Servicing Agreement
      and
      the other Basic Documents to which it is a party) shall require such
      qualifications, licenses and/or approvals, other than where the failure to
      obtain such license or approval would not have a material adverse effect on
      the
      ability of the Transferor to perform its obligations under this Purchase
      Agreement, the Sale and Servicing Agreement or any other Basic Document to
      which
      it is a party, on any Receivable or on the interest therein of the Issuer,
      the
      Noteholders [or the Note Insurer].

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (c)
        Power
      and Authority.
      The
      Transferor has the power and authority to execute and deliver this Purchase
      Agreement and the other Basic Documents to which it is a party and to carry
      out
      their respective terms and the execution, delivery and performance of this
      Purchase Agreement and the other Basic Documents to which it is a party have
      been duly authorized by the Transferor by all necessary corporate
      action.

     

    (d)
        Binding
      Obligation.
      Each of
      this Purchase Agreement and each other Basic Document to which the Transferor
      is
      a party shall constitute a legal, valid and binding obligation of the Transferor
      enforceable in accordance with its terms, except only as such enforcement may
      be
      limited by bankruptcy, insolvency or similar laws affecting the enforcement
      of
      creditors' rights generally.

     

    (e)
        No
      Violation.
      The
      execution, delivery and performance by the Transferor of this Purchase Agreement
      and the other Basic Documents to which it is a party and the consummation of
      the
      transactions contemplated hereby and thereby and the fulfillment of the terms
      hereof and thereof do not conflict with, result in a breach of any of the terms
      and provisions of, nor constitute (with or without notice or lapse of time)
      a
      default under, the certificate of incorporation or by-laws of the Transferor,
      or
      any indenture, agreement, mortgage, deed of trust, or other instrument to which
      the Transferor is a party or by which it is bound or to which any of its
      properties are subject; nor result in the creation or imposition of any Lien
      upon any of its properties pursuant to the terms of any indenture, agreement,
      mortgage, deed of trust, or other instrument (other than the Basic Documents
      and
      the Credit and Security Agreement); nor violate any law, order, rule or
      regulation applicable to the Transferor of any court or of any Federal or State
      regulatory body, administrative agency or other governmental instrumentality
      having jurisdiction over the Transferor or its properties.

     

    (f)
        No
      Proceedings.
      There
      are no proceedings or investigations pending, or to the Transferor's best
      knowledge, threatened, before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Transferor
      or
      its properties: (A) asserting the invalidity of this Purchase Agreement, the
      Sale and Servicing Agreement, the Notes or any other Basic Document; (B) seeking
      to prevent the issuance of the Notes or the consummation of any of the
      transactions contemplated by this Purchase Agreement, the Sale and Servicing
      Agreement or any other Basic Document to which it is a party; (C) seeking
      any determination or ruling that might materially and adversely affect the
      performance by the Transferor of its obligations under, or the validity or
      enforceability of, this Purchase Agreement, the Sale and Servicing Agreement,
      the Notes or any other Basic Document to which it is a party; or (D) relating
      to
      the Transferor and which might adversely affect the Federal or State income,
      excise, franchise or similar tax attributes of the Notes.

     

    (g)
        No
      Consents.
      No
      consent, approval, authorization or order of or declaration or filing with
      any
      governmental authority is required to be obtained by the Transferor for the
      issuance or sale of the Notes or the consummation of the other transactions
      contemplated by this Purchase Agreement, the Sale and Servicing Agreement or
      any
      other Basic Document to which it is a party, except such as have been duly
      made
      or obtained or where the failure to obtain such consent, approval,
      authorization, order or declaration, or to make such filing, would not have
      a
      material adverse effect on the ability of the Transferor to perform its
      obligations under this Purchase Agreement, the Sale and Servicing Agreement
      or
      any other Basic Document to which it is a party or on any Receivable or the
      interest therein of the Issuer, the Noteholders [or the Note
      Insurer].

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (h)
        Valid
      Assignment.
      Each
      Receivable has been validly assigned by the Transferor to the Issuer on the
      Closing Date pursuant to the Sale and Servicing Agreement; and no Receivable
      has
      been sold, transferred, assigned or pledged by the Transferor to any Person
      other than the Issuer.

     

    3.2. 
        Representations
      and Warranties of LBAC.

     

    (a)
        LBAC
      hereby represents and warrants to the Transferor as of the date hereof and
      as of
      the Closing Date on which the Transferor relies in purchasing the Receivables
      and the other Transferred Property and in conveying the Receivables and the
      other Trust Assets to the Issuer under the Sale and Servicing Agreement, on
      which the Issuer relies in pledging the Receivables and the other Pledged
      Property to the Indenture Trustee under the Indenture [and on which the Note
      Insurer will rely in issuing the Policy]:

     

    (i)  Organization
      and Good Standing.
      LBAC is
      duly organized and validly existing as a corporation in good standing under
      the
      laws of the State of Delaware, with the corporate power and authority to own
      its
      properties and to conduct its business as such properties are currently owned
      and such business is presently conducted and had at all relevant times, and
      has,
      the corporate power, authority and legal right to originate, acquire, own,
      sell
      and service the Receivables and to perform its other obligations under this
      Purchase Agreement, and the other Basic Documents to which it is a
      party.

     

    (ii)  Due
      Qualification.
      LBAC is
      duly qualified to do business as a foreign corporation in good standing, and
      has
      obtained all necessary licenses and approvals, in all jurisdictions in which
      the
      ownership or lease of its property or the conduct of its business (including,
      without limitation, the origination of motor vehicle retail installment sale
      contracts, the sale of the Receivables to the Transferor hereunder, the
      servicing of the Receivables as required by the Sale and Servicing Agreement
      and
      its other obligations hereunder, under the Sale and Servicing Agreement and
      the
      other Basic Documents to which it is a party) shall require such qualifications,
      licenses and/or approvals, other than where the failure to obtain such license,
      qualification or approval would not have a material adverse effect on the
      ability of the Transferor to perform its obligations under this Purchase
      Agreement, the Sale and Servicing Agreement or any other Basic Document to
      which
      it is a party or on any Receivable or the interest therein of the Transferor,
      the Issuer, the Noteholders [or the Note Insurer].

     

    (iii)  Power
      and Authority.
      LBAC
      has the corporate power and authority to execute and deliver this Purchase
      Agreement and the other Basic Documents to which it is a party and to carry
      out
      their respective terms; LBAC has full corporate power and authority to sell
      and
      assign the property sold and assigned to the Transferor hereunder and has duly
      authorized such sale and assignment to the Transferor by all necessary corporate
      action; and the execution, delivery and performance of this Purchase Agreement
      and the other Basic Documents to which it is a party have been duly authorized
      by LBAC by all necessary corporate action.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (iv)  Valid
      Sale; Binding Obligation.
      This
      Purchase Agreement effects a valid sale, transfer and assignment of the
      Receivables and the other Transferred Property conveyed to the Transferor
      pursuant to Section 2.1 hereof, enforceable against creditors of and purchasers
      from LBAC; and this Purchase Agreement and each other Basic Document to which
      it
      is a party shall constitute a legal, valid and binding obligation of LBAC
      enforceable in accordance with their respective terms, except only as such
      enforcement may be limited by bankruptcy, insolvency or similar laws affecting
      the enforcement of creditors' rights generally.

     

    (v)  No
      Violation.
      The
      execution, delivery and performance by LBAC of this Purchase Agreement and
      the
      other Basic Documents to which it is a party and the consummation of the
      transactions contemplated hereby and thereby and the fulfillment of the terms
      hereof and thereof do not and will not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the certificate of incorporation or by-laws
      of
      LBAC, or any indenture, agreement, mortgage, deed of trust, or other instrument
      to which LBAC is a party or by which it is bound or to which any of its
      properties are subject; or result in the creation or imposition of any Lien
      upon
      any of its properties pursuant to the terms of any such indenture, agreement,
      mortgage, deed of trust, or other instrument (other than this Purchase
      Agreement, the Sale and Servicing Agreement and the Indenture); or violate
      any
      law, order, rule or regulation applicable to LBAC of any court or of any Federal
      or State regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over LBAC or its properties, in each case
      other than any such Lien, conflict, breach, default or violation which would
      not
      have a material adverse effect on the interest of the Noteholders, the
      Transferor, the Issuer [or the Note Insurer], in a material portion of the
      Receivables or on the ability of LBAC to perform its obligations under this
      Purchase Agreement, the Sale and Servicing Agreement or any other Basic Document
      to which it is a party.

     

    (vi)  No
      Proceedings.
      There
      are no proceedings or investigations pending, or to LBAC's best knowledge,
      threatened, before any court, regulatory body, administrative agency, or other
      governmental instrumentality having jurisdiction over LBAC or its properties:
      (A) asserting the invalidity of this Purchase Agreement, the Sale and Servicing
      Agreement, any of the other Basic Documents to which it is a party or the Notes;
      (B) seeking to prevent the issuance of the Notes or the consummation of any
      of
      the transactions contemplated by this Purchase Agreement, the Sale and Servicing
      Agreement or any other Basic Document to which it is a party; (C) seeking any
      determination or ruling that might materially and adversely affect the
      performance by LBAC of its obligations under, or the validity or enforceability
      of, this Purchase Agreement, the Sale and Servicing Agreement, any of the other
      Basic Documents to which it is a party or the Notes; (D) relating to LBAC and
      which might adversely affect the Federal or State income, excise, franchise
      or
      similar tax attributes of the Notes; or (E) that could have a material adverse
      effect on the Receivables or the interest therein of the Transferor, the Issuer,
      the Noteholders [or the Note Insurer].

     

    
      
         

      

      
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    (vii)  No
      Consents.
      No
      consent, approval, authorization or order of or declaration or filing with
      any
      governmental authority is required to be obtained by LBAC for the issuance
      or
      sale of the Notes or the consummation of the other transactions contemplated
      by
      this Purchase Agreement, the Sale and Servicing Agreement or any of the other
      Basic Documents to which LBAC is a party, except such as have been duly made
      or
      obtained, other than the failure to obtain such consent, approval,
      authorization, order or declaration, or to make such filing, would not have
      a
      material adverse effect on the ability of LBAC to perform its obligations under
      the Basic Documents to which it is a party or on any Receivable or the interest
      therein of the Transferor, the Issuer, the Noteholders [or the Note
      Insurer].

     

    (viii)  Financial
      Condition.
      LBAC
      has a positive net worth (taking into account advances and loans from AMC or
      its
      Affiliates (other than subsidiaries of LBAC) to LBAC) and is able to and does
      pay its liabilities as they mature. LBAC is not in default under any material
      obligation to pay money to any person except for matters being disputed in
      good
      faith which do not involve an obligation of LBAC on a promissory note. LBAC
      will
      not use the proceeds from the transactions contemplated by this Purchase
      Agreement to give any preference to any creditor or class of creditors, and
      this
      transaction will not leave LBAC with remaining assets which are unreasonably
      small compared to its ongoing operations.

     

    (ix)  Fraudulent
      Conveyance.
      LBAC is
      not selling the Receivables to the Transferor with any intent to hinder, delay
      or defraud any of its creditors; LBAC will not be rendered insolvent as a result
      of the sale of the Receivables to the Transferor.

     

    (x)  Disclosure.
      The
      LBAC Information does not contain any untrue statement of a material fact or
      omit to state any material fact necessary to make the statements therein, in
      the
      light of the circumstances under which they were made, not
      misleading.

     

    (xi)  Certificate,
      Statements and Reports.
      The
      officers certificates, statements, reports and other documents prepared by
      LBAC
      and furnished by LBAC to the Transferor, [the Note Insurer] or [Underwriters]
      pursuant to this Purchase Agreement or any other Basic Document to which LBAC
      is
      a party, and in connection with the transactions contemplated hereby or thereby,
      when taken as a whole, do not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary to make the statements contained herein
      or therein not misleading.

     

    (xii)  Legal
      Counsel, etc.
      LBAC
      has consulted with its own legal counsel and independent accountants to the
      extent it has deemed necessary regarding the tax, accounting and regulatory
      consequences of the transactions contemplated by this Purchase Agreement and
      the
      other Basic Documents, and LBAC is not participating in such transactions in
      reliance on any representations of [Underwriters] or its affiliates, or their
      counsel, with respect to tax, accounting and regulatory matters.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (xiii)  LBAC's
      Intention.
      The
      Receivables and other Transferred Property are being transferred with the
      intention of removing them from LBAC's estate pursuant to Section 541 of the
      United States Bankruptcy Code, as the same may be amended from time to
      time.

     

    (b)
        LBAC
      makes the following representations and warranties as to the Receivables and
      the
      other Transferred Property relating thereto on which the Transferor relies
      in
      accepting the Receivables and the other Trust Assets relating thereto, on which
      the Issuer relies in pledging the Receivables and the other Pledged Property
      to
      the Indenture Trustee under the Indenture [and on which the Note Insurer will
      rely in issuing the Policy]:

     

    (i)  Origination
      Date.
      Each
      Receivable has an Origination Date on or after ________________.

     

    (ii)  Principal
      Balance/Number of Contracts.
      As of
      the Cutoff Date, the total aggregate Principal Balance of the Receivables was
      $___________. The Receivables are evidenced by _____ retail installment sale
      contracts.

     

    (iii)  Maturity
      of Receivables.
      Each
      Receivable has an original term to maturity of not less than __ months and
      not
      more than __ months; the weighted average original term to maturity of the
      Receivables is __ months as of the Cutoff Date; the remaining term to maturity
      of each Receivable was __ months or less as of the Cutoff Date; the weighted
      average remaining term to maturity of the Receivables was __ months as of the
      Cutoff Date and each Receivable was originated on or before the Cutoff
      Date.

     

    (iv)  Characteristics
      of Receivables.
      (A)
      Each Receivable (1) has been originated in the United States of America by
      a
      Dealer for the retail sale of a Financed Vehicle in the ordinary course of
      such
      Dealer's business, such Dealer had all necessary licenses and permits to
      originate such Receivable in the State where such Dealer was located, has been
      fully and properly executed by the parties thereto and has been purchased by
      LBAC from such Dealer under an existing Dealer Agreement with LBAC, in
      connection with the sale of Financed Vehicles by the Dealer, and was validly
      assigned by such Dealer to LBAC in accordance with its terms, (2) has created
      a
      valid, subsisting, and enforceable first priority security interest in favor
      of
      LBAC in the Financed Vehicle, which security interest is assignable and has
      been
      validly assigned by LBAC to the Transferor, which in turn has been validly
      assigned by the Transferor to the Issuer pursuant to the Sale and Servicing
      Agreement, which in turn has been validly assigned by the Issuer to the
      Indenture Trustee pursuant to the Indenture, (3) contains customary and
      enforceable provisions such that the rights and remedies of the holder or
      assignee thereof shall be adequate for realization against the collateral of
      the
      benefits of the security, (4) provides for level monthly payments that fully
      amortize the Amount Financed over the original term (except for the first or
      last payment, which may be minimally different from the level payment) and
      yield
      interest at the Annual Percentage Rate, (5) has an Annual Percentage Rate of
      not
      less than ___%, (6) in the case of a Receivable that is a Precomputed
      Receivable, in the event that such Receivable is prepaid, provides for a
      prepayment that fully pays the Principal Balance and includes, unless prohibited
      by applicable law, a full month's interest, in the month of prepayment, at
      the
      Annual Percentage Rate, (7) is a Precomputed Receivable or a Simple Interest
      Receivable, and (8) was originated by a Dealer to an Obligor and was sold by
      the
      Dealer to LBAC without any fraud or misrepresentation on the part of such Dealer
      or on the part of the Obligor; and (B) approximately _____% of the aggregate
      Principal Balance of the Receivables, constituting _____% of the number of
      contracts, as of the Cutoff Date, represents financing of used automobiles,
      vans, sport utility vehicles or light duty trucks; the remainder of the
      Receivables represent financing of new automobiles, vans, sport utility vehicles
      or light duty trucks; approximately ____% of the aggregate Principal Balance
      of
      the Receivables as of the Cutoff Date were originated under the LBAC Class
      I
      program; approximately _____% of the aggregate Principal Balance of the
      Receivables as of the Cutoff Date were originated under the LBAC Class IIA
      program; approximately _____% of the aggregate Principal Balance of the
      Receivables as of the Cutoff Date were originated under the LBAC Class IIB
      program; approximately _____% of the aggregate Principal Balance of the
      Receivables as of the Cutoff Date were originated under the LBAC Class III
      program; approximately ____% of the aggregate Principal Balance of the
      Receivables as of the Cutoff Date were originated under the LBAC Class IV
      program; no Receivable shall have a payment that is more than 29 days overdue
      (calculated on the basis of a 360-day year of twelve 30-day months) as of the
      Cutoff Date; _____% of the aggregate Principal Balance of the Receivables are
      Precomputed Receivables and _____% of the aggregate Principal Balance of the
      Receivables are Simple Interest Receivables; each Receivable shall have a final
      scheduled payment due no later than ________________. Each Receivable was
      originated on or before the Cutoff Date.

     

    
      
         

      

      
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    (v)  Scheduled
      Receivable Payments.
      Each
      Receivable had an original Principal Balance of not less than $________ nor
      more
      than $_________ has an outstanding Principal Balance as of the Cutoff Date
      of
      not less than $_______ and not more than $_________ and has a first Scheduled
      Receivable Payment due, in the case of Precomputed Receivables, or a first
      scheduled due date, in the case of Simple Interest Receivables, on or prior
      to
      ________________.

     

    (vi)  No
      Bankruptcies.
      No
      Obligor was bankrupt at the time of origination of the related Receivable and
      no
      Obligor on any Receivable as of the Cutoff Date was noted in the related
      Receivable File as having filed for bankruptcy since origination of such
      Receivable and neither discharged, dismissed nor reaffirmed.

     

    (vii)  Origination
      of Receivables.
      Based
      on the location of the Dealers and the Principal Balances as of the Cutoff
      Date,
      approximately _____% of the Receivables were originated in California,
      approximately _____% of the Receivables were originated in Maryland,
      approximately _____% of the Receivables were originated in New York and the
      remaining _____% of the Receivables were originated in other
      States.

     

    (viii)  Lock-Box.
      Prior
      to the Closing Date, each Obligor will have been notified by LBAC to make
      payments with respect to its respective Receivable after the Cutoff Date
      directly to the Lock-Box, and will provide each Obligor with a monthly statement
      in order to enable such Obligor to make payments directly to the
      Lock-Box.

     

    
      
         

      

      
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    (ix)  Location
      of Legal Files; One Original.
      A
      complete Legal File with respect to each Receivable has been or prior to the
      Closing Date will be delivered to the Custodian at the location listed in
      Schedule B to the Sale and Servicing Agreement. There is only one original
      executed copy of each Receivable.

     

    (x)  Schedule
      of Receivables; Selection Procedures.
      The
      information with respect to the Receivables set forth in the Schedule of
      Receivables is true and correct in all material respects as of the close of
      business on the Cutoff Date and the Closing Date, and no selection procedures
      adverse to the Issuer, the Noteholders [or to the Note Insurer] have been
      utilized in selecting the Receivables. The computer tape or other listing
      regarding the Receivables made available to the Transferor and its assigns
      is
      true and correct as of the Cutoff Date and the Closing Date in all respects.
      By
      the Closing Date, LBAC will have caused the portions of LBAC's servicing records
      relating to the Receivables to be clearly and unambiguously marked to show
      that
      the Receivables constitute part of the Trust Assets and are owned by the Issuer
      in accordance with the terms of the Sale and Servicing Agreement.

     

    (xi)  Compliance
      with Law.
      Each
      Receivable, the sale of each Financed Vehicle related thereto and the sale
      of
      any physical damage, credit life and credit accident and health insurance and
      any extended service contracts related thereto complied at the time the related
      Receivable was originated or made and at the execution of this Purchase
      Agreement complies in all material respects with all requirements of applicable
      Federal, State and local laws, and regulations thereunder including, without
      limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit
      Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
      Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty
      Act,
      the Federal Reserve Board's Regulations B and Z (including amendments to the
      Federal Reserve's Official Staff Commentary to Regulation Z effective October
      1,
      1998 concerning negative equity loans), the Soldiers' and Sailors' Civil Relief
      Act of 1940, as amended, the California Automobile Sales Finance Act and state
      adaptations of the National Consumer Act and of the Uniform Consumer Credit
      Code, and other consumer credit laws and equal credit opportunity and disclosure
      laws.

     

    (xii)  Binding
      Obligation.
      Each
      Receivable represents the genuine, legal, valid and binding payment obligation
      in writing of the Obligor, enforceable by the holder thereof in accordance
      with
      its terms, except only as such enforcement may be limited by bankruptcy,
      insolvency or similar laws affecting the enforcement of creditors' rights
      generally and all parties to each Receivable had full legal capacity to execute
      and deliver such Receivable and all other documents related thereto and to
      grant
      the security interest purported to be granted thereby.

     

    (xiii)  No
      Government, Corporate or Fleet Obligor.
      None of
      the Receivables is due from the United States of America or any State or from
      any agency, department, or instrumentality of the United States of America
      or
      any State. All of the Receivables are due from Obligors who are natural persons
      or, if any Obligor is not a natural person, (a) such entity is an obligor with
      respect to five or fewer Financed Vehicles and (b) the related Receivable or
      Receivables have the benefit of the personal guaranty of a natural person or
      persons. No Receivable has been included in a "fleet" sale (i.e., a sale to
      any
      single Obligor of more than five Financed Vehicles).

     

    
      
         

      

      
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    (xiv)  Security
      Interest in Financed Vehicle.
      Immediately prior to the sale, assignment, and transfer thereof, each Receivable
      shall be secured by a validly perfected first priority security interest in
      the
      Financed Vehicle in favor of LBAC as secured party, and such security interest
      is prior to all other liens upon and security interests in such Financed Vehicle
      which now exist or may hereafter arise or be created (except, as to priority,
      for any lien for taxes, labor or materials or any other non-consensual lien
      affecting Financed Vehicle arising subsequent to the Closing Date), and either
      (i) all necessary and appropriate actions have been taken that would result
      in
      the valid perfection of a first priority security interest in the Financed
      Vehicle in favor of LBAC as secured party, and the Lien Certificate for each
      Financed Vehicle shows, or if a new or replacement Lien Certificate is being
      applied for such new or replacement Lien Certificate will be received within
      150
      days of the Closing Date and will show LBAC named as the original secured party
      under any such Receivable and the holder of a first priority security interest
      in such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained
      with
      respect to such Financed Vehicle. With respect to each Receivable for which
      the
      Lien Certificate has not yet been submitted to, or returned from, the Registrar
      of Titles, LBAC has received either (i) written evidence from the related Dealer
      that such Lien Certificate showing LBAC as the first lienholder has been applied
      for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle.
      Immediately after the sale, transfer and assignment thereof to the Issuer,
      each
      Receivable will be secured by an enforceable first priority security interest
      in
      the Financed Vehicle in favor of the Issuer as secured party, which security
      interest is prior to all other liens upon and security interests in such
      Financed Vehicle which now exist or may hereafter arise or be created (except,
      as to priority, for the lien of the Indenture and for any lien for taxes, labor
      or materials affecting such Financed Vehicle and arising subsequent to the
      Closing Date).

     

    (xv)  Receivables
      in Force.
      No
      Receivable has been satisfied, subordinated or rescinded, nor has any Financed
      Vehicle been released from the lien granted by the related Receivable in whole
      or in part. No provisions of any Receivable have been waived, altered, amended
      or modified in any respect since its origination, except by instruments or
      documents identified in the related Legal File on the Closing Date. No
      Receivable has been modified as a result of application of the Soldiers' and
      Sailors' Civil Relief Act of 1940, as amended.

     

    (xvi)  Intentionally
      Omitted.
      

     

    (xvii)  Intentionally
      Omitted.
      

     

    (xviii)  No
      Defenses.
      As of
      the Closing Date, no right of rescission, setoff, counterclaim or defense exists
      or has been asserted or threatened with respect to any Receivable. The operation
      of the terms of any Receivable or the exercise of any right thereunder will
      not
      render such Receivable unenforceable in whole or in part or subject to any
      such
      right of rescission, setoff, counterclaim, or defense.

     

    
      
         

      

      
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    (xix)  No
      Liens.
      As of
      the Closing Date, there are no liens or claims existing or which have been
      filed
      for work, labor, storage or materials relating to a Financed Vehicle that shall
      be liens prior to, or equal or coordinate with, the security interest in the
      Financed Vehicle granted by the Receivable.

     

    (xx)  No
      Default; Repossession.
      Except
      for payment delinquencies continuing for a period of not more than twenty-nine
      days (calculated on the basis of a 360-day year of twelve 30-day months), as
      of
      the Cutoff Date, no default, breach, violation or event permitting acceleration
      under the terms of any Receivable has occurred and not been cured; and no
      continuing condition that with notice or the lapse of time would constitute
      a
      default, breach, violation, or event permitting acceleration under the terms
      of
      any Receivable has arisen; and LBAC shall not waive and has not waived any
      of
      the foregoing; and no Financed Vehicle shall have been repossessed as of the
      Cutoff Date.

     

    (xxi)  Insurance;
      other.
      (A)
      Each Obligor has obtained insurance covering the Financed Vehicle as of the
      execution of the Receivable insuring against loss and damage due to fire, theft,
      transportation, collision and other risks generally covered by comprehensive
      and
      collision coverage which is in an amount at least equal to the lesser of (x)
      its
      maximum insurable value or (y) the principal amount due from the Obligor under
      the related Receivable and names LBAC and its successors and assigns as loss
      payee and each Receivable requires the Obligor to obtain and maintain such
      insurance naming LBAC and its successors and assigns as an additional insured,
      (B) each Receivable that finances the cost of premiums for credit life and
      credit accident or health insurance is covered by an insurance policy and
      certificate of insurance naming LBAC as policyholder (creditor) under each
      such
      insurance policy and certificate of insurance and (C) as to each Receivable
      that
      finances the cost of an extended service contract, the respective Financed
      Vehicle which secures the Receivable is covered by an extended service
      contract.

     

    (xxii)  Title.
      It is
      the intention of LBAC that the transfer and assignment herein contemplated
      constitute a sale of the Receivables from LBAC to the Transferor and that the
      beneficial interest in and title to such Receivables not be part of the debtor's
      estate in the event of the filing of a bankruptcy petition by or against LBAC
      under any bankruptcy law. No Receivable has been sold, transferred, assigned,
      or
      pledged by LBAC to any Person other than the Transferor or conveyed by the
      Transferor to any Person other than the Issuer except with respect to any such
      pledge that has been released on or prior to the Closing Date. Immediately
      prior
      to the transfer and assignment herein contemplated, LBAC shall have good and
      marketable title to each Receivable, and shall be the sole owner thereof, free
      and clear of all Liens, claims, encumbrances, security interests, and rights
      of
      others and, immediately upon the transfer thereof, the Transferor shall have
      good and marketable title to each such Receivable, and shall be the sole owner
      thereof, free and clear of all Liens, encumbrances, security interests, and
      rights of others, and each such transfer has been perfected under the UCC.
      Immediately prior to the conveyance by the Transferor to the Issuer contemplated
      by the Sale and Servicing Agreement, the Transferor shall have good and
      marketable title to each Receivable, and shall be the sole owner thereof, free
      and clear of all Liens, claims, encumbrances, security interests, and rights
      of
      others and, immediately upon the conveyance thereof pursuant to the Sale and
      Servicing Agreement, the Issuer shall have good and marketable title to each
      such Receivable, and shall be the sole owner thereof, free and clear of all
      Liens, encumbrances, security interests and rights of others, and each such
      transfer has been perfected under the UCC. Immediately prior to the pledge
      by
      the Issuer to the Indenture Trustee contemplated by the Indenture, the Issuer
      shall have good and marketable title to each Receivable, and shall be the sole
      owner thereof, free and clear of all Liens, claims, encumbrances, security
      interests, and rights of others and such pledge has been perfected under the
      UCC. Without limiting the generality of the foregoing, no Dealer has any right,
      title or interest in respect of any Receivable. Neither the Transferor nor
      LBAC
      has taken any action to convey any right to any Person that would result in
      such
      Person having a right to payments received under any insurance policies related
      to the Receivables or the Financed Vehicles or the related Dealer Agreements
      or
      to payments due under such Receivables.

     

    
      
         

      

      
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    (xxiii)  Lawful
      Assignment.
      No
      Receivable has been originated in, or is subject to the laws of, any
      jurisdiction under which the sale, transfer, and assignment of such Receivable
      under this Purchase Agreement shall be unlawful, void, or voidable. LBAC has
      not
      entered into any agreement with any account debtor that prohibits, restricts
      or
      conditions the assignment of any portion of the Receivables.

     

    (xxiv)  All
      Filings Made.
      All
      filings (including, without limitation, UCC filings) necessary in any
      jurisdiction to give the Indenture Trustee a first priority perfected ownership
      interest in the Receivables and the proceeds thereof and the other Transferred
      Property (other than the Financed Vehicles) have been made.

     

    (xxv)  Chattel
      Paper.
      Each
      Receivable constitutes "chattel paper" under the UCC.

     

    (xxvi)  Valid
      and Binding Obligation of Obligor.
      Each
      Receivable is the legal, valid and binding obligation of the Obligor thereunder
      and is enforceable in accordance with its terms, except only as such enforcement
      may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors' rights generally, and all parties to such contract
      had
      full legal capacity to execute and deliver such contract and all other documents
      related thereto and to grant the security interest purported to be granted
      thereby.

     

    (xxvii)  Tax
      Liens.
      As of
      the Closing Date, there is no lien or claims existing or which have been filed
      against the related Financed Vehicle for delinquent taxes.

     

    (xxviii)  Title
      Documents.
      (A) If
      a Receivable was originated in a State in which notation of security interest
      on
      the title document of the related Financed Vehicle is required or permitted
      to
      perfect such security interest, the title document for such Receivable shows,
      or
      if a new or replacement title document is being applied for with respect to
      such
      Financed Vehicle, the title document will be received within 150 days following
      the Closing Date and will show, LBAC named as the original secured party under
      the related Receivable as the holder of a first priority security interest
      in
      such Financed Vehicle and (B) if the Receivable was originated in a State in
      which the filing of a financing statement under the UCC is required to perfect
      a
      security interest in motor vehicles, such filings or recordings have been duly
      made and show LBAC named as the secured party under the related Receivable,
      and
      in either case, the Indenture Trustee has the same rights as such secured party
      has or would have (if such secured party were still the owner of the Receivable)
      against all parties claiming an interest in such Financed Vehicle. With respect
      to each Receivable for which the relevant Dealer is temporarily unable to
      furnish either an original Lien Certificate or satisfactory evidence that the
      appropriate lien has been recorded on the related certificate of title or
      documentation has been submitted to the appropriate state motor vehicle
      authority to record such lien on such certificate of title, LBAC has received
      the related Dealer Title Guaranty.

     

    
      
         

      

      
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    (xxix)  Casualty.
      As of
      the Cutoff Date, no Financed Vehicle related to a Receivable has suffered a
      Casualty.

     

    (xxx)  Obligation
      to Dealers or Others.
      The
      Transferor and its assignees will assume no obligation to Dealers or other
      originators or holders of the Receivables (including, but not limited to under
      dealer reserves) as a result of its purchase of the Receivables.

     

    (xxxi)  Full
      Amount Financed Advanced.
      The
      full Amount Financed of each Receivable has been advanced to or on behalf of
      each Obligor, and there are no requirements for future advances thereunder.
      The
      Obligor with respect to each Receivable does not have any option under such
      Receivable to borrow from any person additional funds secured by the Financed
      Vehicle.

     

    (xxxii)  No
      Impairment.
      Neither
      LBAC nor the Transferor has done anything to convey any right to any Person
      that
      would result in such Person having a right to payments due under any Receivables
      or otherwise to impair the rights of the Transferor, the Issuer, the Noteholders
      [or the Note Insurer] in any Receivable or the proceeds thereof.

     

    (xxxiii)  Receivables
      Not Assumable.
      No
      Receivable is assumable by another Person in a manner which would release the
      Obligor thereof from such Obligor's obligations to the Transferor or LBAC with
      respect to such Receivable.

     

    (xxxiv)  Servicing.
      The
      servicing of each Receivable and the collection practices relating thereto
      have
      been lawful and in accordance with the standards set forth in the Sale and
      Servicing Agreement; other than LBAC and any Back-up Servicer arrangement that
      has been entered into, no other person has the right to service any
      Receivable.

     

    (xxxv)  Illinois
      Receivables.
      (a)
      LBAC does not own a substantial interest in the business of a Dealer within
      the
      meaning of Illinois Sales Finance Agency Act Rules and Regulations, Section
      160.230(l) and (b) with respect to each Receivable originated in the State
      of
      Illinois, (i) the printed or typed portion of the related Form of Receivable
      complies with the requirements of 815 ILCS 375/3(b) and (ii) LBAC has not,
      and
      for so long as such Receivable is outstanding shall not, place or cause to
      be
      placed on the related Financed Vehicle any collateral protection insurance
      in
      violation of 815 ILCS 180/10.

     

    
      
         

      

      
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    (xxxvi)  California
      Receivables.
      Each
      Receivable originated in the State of California has been, and at all times
      during the term of the Sale and Servicing Agreement will be, serviced by the
      Servicer in compliance with Cal. Civil Code § 2981, et seq.

     

    (c)
        The
      representations and warranties contained in this Purchase Agreement are made
      as
      of the execution and delivery of this Purchase Agreement, but shall survive
      the
      sale, transfer and assignment of the Receivables and the other Transferred
      Property hereunder, the conveyance thereof by the Transferor to the Issuer
      under
      the Sale and Servicing Agreement and the pledge thereof by the Issuer to the
      Indenture Trustee under the Indenture. LBAC and the Transferor agree that the
      Transferor will assign to the Issuer all of the Transferor's rights under this
      Purchase Agreement, the Issuer will assign to the Indenture Trustee all of
      the
      Issuer's rights under this Purchase Agreement and that the Indenture Trustee
      shall thereafter be entitled to enforce this Purchase Agreement and directly
      against LBAC in the Indenture Trustee's own name on behalf of the Noteholders;
      provided,
      however,
      that
      such representations and warranties shall not be construed as a warranty or
      guaranty by LBAC as to the future payments by any Obligor. The sale of the
      Receivables pursuant to this Purchase Agreement shall be "without recourse"
      except for the representations, warranties and covenants made by LBAC in this
      Purchase Agreement or the Sale and Servicing Agreement.

     

    ARTICLE
      IV


     

    CONDITIONS

     

    4.1. 
        Conditions
      to Obligations of the Transferor.

     

    The
      obligation of the Transferor to purchase the Receivables is subject to the
      satisfaction of the following conditions:

     

    (i)  Representations
      and Warranties True.
      The
      representations and warranties of LBAC hereunder shall be true and correct
      on
      the Closing Date with the same effect as if then made, and LBAC shall have
      performed all obligations to be performed by LBAC hereunder on or prior to
      the
      Closing Date.

     

    (ii)  Computer
      Files Marked.
      LBAC
      shall, at its own expense, on or prior to the Closing Date, indicate in its
      computer files that the Receivables have been sold to the Transferor pursuant
      to
      this Purchase Agreement and conveyed to the Issuer pursuant to this Sale and
      Servicing Agreement and shall deliver to the Transferor the Schedule of
      Receivables certified by the Chairman, the President, any Vice President or
      the
      Treasurer of LBAC to be true, correct and complete.

     

    (iii)  Receivable
      Files Delivered.
      LBAC
      shall, at its own expense, deliver the Receivable Files relating to the
      Receivables to the Servicer and the Legal Files relating to the Receivables
      to
      the Custodian, in each case at the offices specified in Schedule B to the Sale
      and Servicing Agreement on or prior to the Closing Date.

     

    (iv)  Documents
      to be delivered by LBAC at the Closing.

     

    (A)
        The
      Assignment.
      At the
      Closing, LBAC will execute and deliver the Assignment. The Assignment shall
      be
      substantially in the form of   Exhibit A hereto.

     

    (B)
        Evidence
      of UCC-1 Filing.
      On or
      prior to the Closing Date, LBAC shall record and file, at its own expense,
      a
      UCC-1 financing statement in each jurisdiction (including, without limitation,
      the State of Delaware) in which required by applicable law, executed by LBAC,
      as
      seller or debtor, naming the Transferor, as purchaser or secured party, and
      naming the Receivables and the other Transferred Property conveyed hereunder
      as
      collateral, meeting the requirements of the laws of each such jurisdiction
      and
      in such manner as is necessary to perfect the sale, transfer, assignment and
      conveyance of such Receivables to the Transferor. LBAC shall deliver a
      file-stamped copy, or other evidence satisfactory to the Transferor of such
      filing, to the Transferor on or prior to the Closing Date.

     

    (C)
        Evidence
      of UCC-3 Filings.
      On or
      prior to the Closing Date, LBAC shall cause to be recorded and filed, at its
      own
      expense, UCC-3 partial releases executed by GCFP in each jurisdiction in which
      required by applicable law, meeting the requirements of the laws of each such
      jurisdiction and in such manner as is necessary to release all of the right,
      title and interest of GCFP in and to the Receivables, including without
      limitation, the security interests in the Financed Vehicles securing the
      Receivables and any proceeds of such security interests or the Receivables.
      LBAC
      shall deliver file-stamped copies, or other evidence satisfactory to the
      Transferor of such filings, to each of the Transferor and [the Note Insurer]
      on
      or prior to the Closing Date.

     

    (D)
        Legal
      Opinions.
      LBAC
      shall have delivered to the Transferor and [Underwriters] the legal opinion
      of
      Dewey Ballantine LLP, of LBAC's General Counsel [and of AMC's Corporate
      Counsel], with respect to bankruptcy (including true sale and nonconsolidation),
      corporate, tax and such other matters as [the Note Insurer], [Underwriters]
      and
      their counsel shall request, in each case, dated the Closing Date and
      satisfactory in form and substance to [the Note Insurer], [Underwriters] and
      their respective counsel.

     

    (E)
        Other
      Documents.
      On or
      prior to the Closing Date, LBAC shall deliver such other documents as the
      Transferor [or the Note Insurer] may reasonably request.

     

    
      
         

      

      
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    (v)  Other
      Transactions.
      The
      transactions contemplated by the Sale and Servicing Agreement, the Indenture
      and
      the Underwritering Agreement in respect of the Receivables shall be consummated
      on the Closing Date.

     

    4.2. 
        Conditions
      to Obligations of LBAC.
      (a)
      The
      obligation of LBAC to sell the Receivables to the Transferor is subject to
      the
      satisfaction of the following conditions:

     

    (i)  Representations
      and Warranties True.
      The
      representations and warranties of the Transferor hereunder shall be true and
      correct on the Closing Date with the same effect as if then made, and the
      Transferor shall have performed all obligations to be performed by it hereunder
      on or prior to the Closing Date.

     

    (ii)  Receivables
      Purchase Price.
      At the
      Closing Date, the Transferor shall deliver to LBAC the Receivables Purchase
      Price as provided in Section 2.1(b). LBAC hereby directs the Transferor to
      wire
      the Receivables Purchase Price to LBAC-Originations, ABA: _________, Account
      #___________, Long Beach Acceptance Corp., pursuant to wire instructions to
      be
      delivered to the Transferor on or prior to the Closing Date.

     

    
      
         

      

      
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    ARTICLE
      V


     

    COVENANTS
      OF LBAC

     

    LBAC
      agrees with the Transferor as follows; provided,
      however,
      that to
      the extent that any provision of this ARTICLE V conflicts with any provision
      of
      the Sale and Servicing Agreement, the Sale and Servicing Agreement shall
      govern:

     

    5.1. 
        Protection
      of Right, Title and Interest.

     

    (a)
        Filings.
      LBAC
      shall cause all financing statements and continuation statements and any other
      necessary documents covering the right, title and interest of the Transferor
      in
      and to the Receivables and the other Transferred Property to be promptly filed,
      and at all times to be kept recorded, registered and filed, all in such manner
      and in such places as may be required by law (including, without limitation,
      the
      State of Delaware) fully to preserve and protect the right, title and interest
      of the Transferor hereunder, the Issuer under the Sale and Servicing Agreement
      and the Indenture Trustee on behalf of the Noteholders to the Receivables and
      the other Transferred Property. LBAC shall deliver to the Transferor, the Owner
      Trustee and [the Note Insurer] file stamped copies of, or filing receipts for,
      any document recorded, registered or filed as provided above, as soon as
      available following such recordation, registration or filing. The Transferor
      shall cooperate fully with LBAC in connection with the obligations set forth
      above and will execute any and all documents reasonably required to fulfill
      the
      intent of this Section 5.1(a). In the event LBAC fails to perform its
      obligations under this subsection, the Transferor or the Trust Collateral Agent
      may do so at the expense of LBAC.

     

    (b)
        Name
      and Other Changes.
      At
      least 60 days prior to the date LBAC makes any change in its name, identity,
      corporate structure which would make any financing statement or continuation
      statement filed in accordance with paragraph (a) above seriously misleading
      within the applicable provisions of the UCC or any title statute, LBAC shall
      give the Trust Collateral Agent, [the Note Insurer] and the Transferor written
      notice of any such change and no later than five days after the effective date
      thereof, shall file appropriate amendments to all previously filed financing
      statements or continuation statements. At least 60 days prior to the date of
      any
      relocation of its principal executive office or change in its state of
      incorporation, LBAC shall give the Trust Collateral Agent, [the Note Insurer]
      and the Transferor written notice thereof if, as a result of such relocation
      or
      change, the applicable provisions of the UCC would require the filing of any
      amendment of any previously filed financing or continuation statement or of
      any
      new financing statement and LBAC shall within five days after the effective
      date
      thereof, file any such amendment or new financing statement. LBAC shall at
      all
      times maintain each office from which it shall service Receivables, and its
      principal executive office, within the United States of America.

     

    (c)
        Accounts
      and Records.
      LBAC
      shall maintain accounts and records as to each Receivable accurately and in
      sufficient detail to permit the reader thereof to know at any time the status
      of
      such Receivable, including payments and recoveries made and payments owing
      (and
      the nature of each).

     

    
      
         

      

      
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    (d)
        Maintenance
      of Computer Systems.
      LBAC
      shall maintain its computer systems so that, from and after the time of sale
      hereunder of the Receivables to the Transferor, the conveyance of the
      Receivables to the Issuer and the pledge of the Receivables to the Indenture
      Trustee, LBAC's master computer records (including any back-up archives) that
      refer to a Receivable shall indicate clearly that such Receivable has been
      sold
      the Transferor and thereafter conveyed to the Issuer and pledged to the
      Indenture Trustee. Indication of the Transferor's, Issuer's and Indenture
      Trustee's interest in a Receivable shall be deleted from or modified on LBAC's
      computer systems when, and only when, the Receivable shall have been paid in
      full or repurchased.

     

    (e)
        Sale
      of Other Receivables.
      If at
      any time LBAC shall propose to sell, grant a security interest in, or otherwise
      transfer any interest in any automobile, van, sport utility vehicle or light
      duty truck receivables (other than the Receivables) to any prospective
      purchaser, lender, or other transferee, LBAC shall give to such prospective
      purchaser, lender or other transferee computer tapes, records, or print-outs
      (including any restored from back-up archives) that, if they shall refer in
      any
      manner whatsoever to any Receivable, shall indicate clearly that such Receivable
      has been pledged to the Indenture Trustee unless such Receivable has been paid
      in full or repurchased.

     

    (f)
        Access
      to Records.
      LBAC
      shall, upon reasonable notice, permit the Transferor, [the Note Insurer], the
      Indenture Trustee, the Trust Collateral Agent, the Servicer and their respective
      agents at any time during normal business hours to inspect, audit, and make
      copies of and abstracts from LBAC's records regarding any
      Receivable.

     

    (g)
        List
      of Receivables.
      Upon
      request, LBAC shall furnish to the Transferor, within five Business Days, a
      list
      of all Receivables (by contract number and name of Obligor) then owned by the
      Transferor, together with a reconciliation of such list to the Schedule of
      Receivables.

     

    (h)
        Receivable
      Files.
      On or
      prior to the Closing Date, LBAC shall deliver, either in hardcopy or electronic
      format, to the Servicer, as agent of the Trust Collateral Agent pursuant to
      Section 3.5(b) of the Sale and Servicing Agreement, a complete Receivable File
      with respect to each Receivable to be kept, either in hardcopy or electronic
      format, at the location or locations listed in Schedule B to the Sale and
      Servicing Agreement.

     

    (i)
        Other
      Actions.
      LBAC
      shall from time to time, at its expense, promptly execute and deliver all
      further instruments and documents (including, without limitation, powers of
      attorney for the benefit of the Servicer) and take all further action that
      may
      be necessary or desirable to permit the Servicer to perform its obligations
      under the Sale and Servicing Agreement, including, without limitation the
      Servicer's obligation to preserve and maintain the perfected security interest
      of the Indenture Trustee in the Receivables and the Financed
      Vehicles.

     

    5.2. 
        Other
      Liens or Interests.
      Except
      for the conveyances hereunder and pursuant to the Sale and Servicing Agreement
      and the pledge pursuant to the Indenture, LBAC will not sell, pledge, assign
      or
      transfer to any other Person, or grant, create, incur, assume or suffer to
      exist
      any lien on any interest therein, and LBAC shall defend the right, title, and
      interest of the Transferor, the Issuer and the Indenture Trustee in, to and
      under such Receivables against all claims of third parties claiming through
      or
      under LBAC; provided,
      however,
      that
      LBAC's obligations under this Section 5.2 shall terminate upon the termination
      of the Issuer pursuant to the Sale and Servicing Agreement.

     

    
      
         

      

      
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    5.3. 
        Chief
      Executive Office.
      During
      the term of the Receivables, LBAC will maintain its chief executive office
      in
      one of the United States of America, except Louisiana or Vermont.

     

    5.4. 
        Costs
      and Expenses.
      LBAC
      will pay all expenses incident to the performance of its obligations under
      this
      Purchase Agreement and LBAC agrees to pay all reasonable out-of-pocket costs
      and
      expenses of the Transferor, excluding fees and expenses of counsel to the
      Transferor, in connection with the perfection as against third parties of the
      Indenture Trustee's right, title and interest in and to the Receivables and
      security interests in the Financed Vehicles and the enforcement of any
      obligation of LBAC hereunder.

     

    5.5. 
        Delivery
      of Receivable Files and Legal Files.
      On or
      prior to the Closing Date, LBAC shall deliver the related Receivable Files
      to
      the Servicer and the related Legal Files to the Custodian at the locations
      specified in Schedule B to the Sale and Servicing Agreement. LBAC, following
      receipt from the Custodian of notification, pursuant to Section 3.4 of the
      Sale
      and Servicing Agreement, that there has been a failure to deliver a Legal File
      with respect to a Receivable or that any of the documents referred to in the
      definition of the term "Legal File" are not contained in a Legal File or, if
      applicable, the related Dealer is not listed on a Dealer Title Addendum, shall
      deliver such Legal File or any of the aforementioned documents required to
      be
      included in such Legal File or a Dealer Title Addendum listing such Dealer
      to
      the Custodian no later than the Closing Date. Unless such defect with respect
      to
      such Receivable shall have been cured by the last day of the second Collection
      Period following discovery thereof, LBAC hereby agrees to repurchase any such
      Receivable from the Issuer as of such last day. In consideration of the purchase
      of the Receivable, LBAC shall remit the Purchase Amount in the manner specified
      in Section 5.5 of the Sale and Servicing Agreement. The sole remedy hereunder
      of
      the Indenture Trustee, the Trust Collateral Agent, the Issuer or the Noteholders
      with respect to a breach of this Section 5.5 shall be to require LBAC to
      repurchase the Receivable pursuant to this Section 5.5. Upon receipt of the
      Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release
      to LBAC or its designee the related Legal File and the Servicer to release
      the
      related Receivable File and shall execute and deliver all instruments of
      transfer or assignment, without recourse, as are prepared by LBAC and delivered
      to the Trust Collateral Agent and are necessary to vest in LBAC or such designee
      the Transferor's and the Issuer's right, title and interest in the
      Receivable.

     

    5.6. 
        Indemnification.

     

    (a)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder for any liability as a result of the failure of a Receivable
      to be originated in compliance with all requirements of law and for any breach
      of any of its representations and warranties contained herein.

     

    
      
         

      

      
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    (b)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder from and against any and all costs, expenses, losses, damages,
      claims, and liabilities, arising out of or resulting from the use, ownership,
      or
      operation by LBAC or any Affiliate thereof of a Financed Vehicle.

     

    (c)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder against any and all costs, expenses, losses damages, claims
      and liabilities, arising out of or resulting from any action taken, or failed
      to
      be taken, by LBAC in respect of any portion of the Trust Assets other than
      in
      accordance with this Purchase Agreement and any other Basic
      Document.

     

    (d)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder from and against any and all taxes, except for taxes on the
      net income of the Transferor, [the Note Insurer], the Indenture Trustee, the
      Back-up Servicer, the Collateral Agent, the Trust Collateral Agent, the Owner
      Trustee, the Issuer or the Noteholders, as the case may be, that may at any
      time
      be asserted against the Transferor with respect to the transactions contemplated
      herein including, without limitation, any sales, general corporation, tangible
      personal property, privilege, or license taxes and costs and expenses in
      defending against the same.

     

    (e)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder from and against any and all costs, expenses, losses, damages,
      claims and liabilities to the extent that such cost, expense, loss, damage,
      claim or liability arose out of, or was imposed upon the Transferor, [the Note
      Insurer], the Indenture Trustee, the Back-up Servicer, the Collateral Agent,
      the
      Trust Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and
      the
      Certificateholder, as the case may be, through the negligence, willful
      misfeasance, or bad faith of LBAC in the performance of its duties under this
      Purchase Agreement or any other Basic Document to which it is a party, or by
      reason of reckless disregard of LBAC's obligations and duties under this
      Purchase Agreement or any other Basic Document to which it is a
      party.

     

    (f)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder from and against all costs, expenses, losses, damages, claims
      and liabilities arising out of or incurred in connection with the acceptance
      or
      performance of LBAC's duties under this Purchase Agreement and the other Basic
      Documents to which it is a party, including the trusts and duties as Servicer
      under the Sale and Servicing Agreement, except to the extent that such cost,
      expense, loss, damage, claim or liability shall be due to the willful
      misfeasance, bad faith or negligence of the Transferor, [the Note Insurer],
      the
      Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer or the Noteholders, as the
      case
      may be.

     

    
      
         

      

      
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    (g)
        LBAC
      shall defend, indemnify and hold harmless the Transferor, [the Note Insurer],
      the Indenture Trustee, the Back-up Servicer, the Collateral Agent, the Trust
      Collateral Agent, the Owner Trustee, the Issuer, the Noteholders and the
      Certificateholder against any and all costs, expenses, losses, damages, claims
      and liabilities arising out of or resulting from the failure of any Receivable
      or the sale of the related Financed Vehicle to comply with all requirements
      of
      applicable law.

     

    Indemnification
      under this Section shall include reasonable fees and expenses of litigation
      and
      shall survive termination of the Issuer. These indemnity obligations shall
      be in
      addition to any obligation that LBAC may otherwise have.

     

    5.7. 
        Sale.
      LBAC
      agrees to treat each conveyance hereunder for all purposes (including without
      limitation tax and financial accounting purposes) as a sale on all relevant
      books, records, tax returns, financial statements and other applicable
      documents.

     

    5.8. 
        Non-Petition.
      In the
      event of any breach of a representation and warranty made by the Transferor
      hereunder, LBAC covenants and agrees that it shall not, until a year and a
      day
      have passed since the date on which all securities issued by the Issuer or
      a
      similar trust formed by the Transferor have been paid in full, petition or
      otherwise invoke the process of commencing or sustaining a case against the
      Transferor under any Federal or State bankruptcy, insolvency or similar law
      or
      appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
      or
      other similar official of the Transferor or any substantial part of its
      property, or ordering the winding up or liquidation of the affairs of the
      Transferor. The Transferor and LBAC agree that damages will not be an adequate
      remedy for such breach and that this covenant may be specifically enforced
      by
      the Transferor or by the Indenture Trustee on behalf of the Issuer.

     

    ARTICLE
      VI


     

    MISCELLANEOUS
      PROVISIONS

     

    6.1. 
        Obligations
      of Seller.
      The
      obligations of LBAC under this Purchase Agreement shall not be affected by
      reason of any invalidity, illegality or irregularity of any
      Receivable.

     

    6.2. 
        Repurchase
      Events.
      LBAC
      hereby covenants and agrees with the Transferor for the benefit of the
      Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent,
      [the
      Note Insurer], the Noteholders and the Certificateholder, that (i) the
      occurrence of a breach of any of LBAC's representations and warranties contained
      in Section 3.2(b) (without regard to any limitations regarding LBAC's
      knowledge), and (ii) the failure of LBAC to timely comply with its obligations
      pursuant to Section 5.5 hereof, shall constitute events obligating LBAC to
      repurchase the affected Receivables hereunder ("Repurchase
      Events"),
      at
      the Purchase Amount from the Issuer. Unless the breach of any of LBAC's
      representations and warranties shall have been cured by the last day of the
      second Collection Period following the discovery thereof by or notice to LBAC
      of
      such breach, LBAC shall repurchase any Receivable if such Receivable or the
      interest therein of the Transferor, the Issuer, the Noteholders, [the Note
      Insurer] or the Certificateholder is materially and adversely affected by the
      breach as of the last day of such second Collection Period and, in the event
      that the breach relates to a characteristic of the Receivables in the aggregate,
      and if the Transferor, the Issuer, the Noteholders, [the Note Insurer] or the
      Certificateholder is materially and adversely affected by such breach, unless
      the breach shall have been cured by the last day of such second Collection
      Period, LBAC shall purchase such aggregate Principal Balance of Receivables,
      such that following such purchase such representation shall be true and correct
      with respect to the remainder of the Receivables in the aggregate. The
      provisions of this Section 6.2 are intended to grant the Indenture Trustee
      a
      direct right against LBAC acting at the direction or with the consent of [the
      Note Insurer] to demand performance hereunder, and in connection therewith
      LBAC
      waives any requirement of prior demand against the Transferor and waives any
      defaults it would have against the Transferor with respect to such repurchase
      obligation. In addition to the foregoing, LBAC shall be under an obligation
      to
      promptly purchase from the Transferor (in its capacity as Transferor under
      the
      Sale and Servicing Agreement) any Receivable required to be repurchased by
      LBAC
      pursuant to a breach of its obligations in the Sale and Servicing Agreement
      including, without limitation, LBAC's repurchase obligations set forth in
      Sections 3.2 and 3.4 of the Sale and Servicing Agreement. Any such purchase
      described in this Section shall take place in the manner specified in Section
      5.5 of the Sale and Servicing Agreement. The sole remedy hereunder of the
      Noteholders, the Certificateholder, the Issuer, [the Note Insurer], the
      Indenture Trustee or the Transferor against LBAC with respect to any Repurchase
      Event shall be to enforce LBAC's obligation to repurchase such Receivables
      pursuant to this Purchase Agreement; provided,
      however,
      that
      LBAC shall indemnify the Owner Trustee, the Issuer, the Indenture Trustee,
      the
      Trust Collateral Agent, [the Note Insurer], the Indenture Trustee, the Back-up
      Servicer, the Collateral Agent, the Noteholders and the Certificateholder and
      their respective officers, directors and employees against all costs, expenses,
      losses, damages, claims and liabilities, including reasonable fees and expenses
      of counsel, which may be asserted against or incurred by any of them, as a
      result of third party claims arising out of the events or facts giving rise
      to a
      Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral
      Agent shall cause the Custodian to release the related Legal File and the
      Servicer to release the related Receivable File to LBAC and to execute and
      deliver all instruments of transfer or assignment, without recourse, as are
      necessary to vest in LBAC the Transferor's and the Issuer's right, title and
      interest in the Receivable.

     

    
      
         

      

      
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    6.3. 
        Seller's
      Assignment of Purchased Receivables.
      With
      respect to all Receivables repurchased by LBAC pursuant to this Purchase
      Agreement, the Transferor shall assign, without recourse except as provided
      herein, representation or warranty, to LBAC all the Transferor's right, title
      and interest in and to such Receivables, and all security and documents relating
      thereto.

     

    6.4. 
        Conveyance
      as Sale of Receivables Not Financing.
      The
      parties hereto intend that the conveyance hereunder be a sale of the Receivables
      and the other Transferred Property relating thereto from LBAC to the Transferor
      and not a financing secured by such assets; and the beneficial interest in
      and
      title to Receivables and the other Transferred Property shall not be part of
      LBAC's estate in the event of the filing of a bankruptcy petition by or against
      LBAC under any bankruptcy law. In the event that the conveyance hereunder is
      for
      any reason not considered a sale, the parties intend that this Purchase
      Agreement constitute a security agreement under the UCC (as defined in the
      UCC
      as in effect in the State of New York) and applicable law, and LBAC hereby
      grants to the Transferor a security interest in, to and under the Receivables
      and the other Transferred Property, and other property conveyed hereunder and
      all proceeds of any of the foregoing for the purpose of securing payment and
      performance of the Notes and the Certificate and the repayment of amounts owed
      to the Transferor from LBAC.

     

    
      
         

      

      
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    6.5. 
        Assignment
      of Rights.
      LBAC
      acknowledges that (i) the Transferor will, pursuant to the Sale and Servicing
      Agreement convey the Receivables and assign its rights under this Purchase
      Agreement to the Issuer and (ii) the Issuer will, pursuant to the Indenture,
      pledge all of its right, title and interest in the Receivables and pledge its
      rights under this Purchase Agreement to the Indenture Trustee for the benefit
      of
      the Noteholders and [the Note Insurer], and that the representations and
      warranties contained in this Purchase Agreement and the rights of the Transferor
      under this Purchase Agreement, including without limitation under Sections
      6.2
      and 6.3 hereof, are intended to benefit the Noteholders and [the Note Insurer].
      LBAC also acknowledges that the Indenture Trustee on behalf of the Noteholders
      and [the Note Insurer], as assignees of the Transferor's rights hereunder may
      directly enforce, without making any prior demand on the Transferor, all the
      rights of the Transferor hereunder including without limitation the rights
      under
      Section 6.2 and 6.3 hereof. LBAC hereby consents to such sale and
      assignment.

     

    6.6. 
        [AMC
      Guarantee.
      AMC has
      issued the Guarantee in favor of the Back-up Servicer, Custodian and the Trust
      Collateral Agent, for the benefit of the Noteholders, [and the Note
      Insurer].]

     

    6.7. 
        Amendment.
      This
      Purchase Agreement may be amended from time to time by a written amendment
      duly
      executed and delivered by LBAC and the Transferor with the prior written consent
      of [the Note Insurer]; provided,
      however,
      that any
      such amendment that materially and adversely affects the rights of the
      Noteholders must be consented to by the holders of Notes representing more
      than
      50% of the Note Balance. The parties hereto agree to provide the Rating Agencies
      with prior notice of, and a copy of, any amendment to this Purchase
      Agreement.

     

    6.8. 
        Accountants'
      Letters.
      (a)
      [Accountants] will review in accordance with procedures previously agreed to
      by
      LBAC and the Transferor, certain information with respect to the characteristics
      of the Receivables; (b) LBAC will cooperate with the Transferor and
      [Accountants] in making available all information and taking all steps
      reasonably necessary to permit such accountants to complete the review necessary
      to provide the confirmation set forth in clause (a) above and to deliver the
      letters required of them under the Underwriting Agreement; and (c) [Accountants]
      will deliver to the Transferor a letter, dated the Closing Date or such later
      date as the Prospectus shall be available, each in the form previously agreed
      to
      by LBAC and the Transferor, with respect to the financial and statistical
      information contained in the Prospectus under the captions "The
      Company/Servicer" and "The Trust Property", certain information relating to
      the
      Receivables on magnetic tape or other electronic format obtained from LBAC
      and
      the Transferor and with respect to such other information as may be agreed
      in
      the form of letter.

     

    
      
         

      

      
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    6.9. 
        Waivers.
      No
      failure or delay on the part of the Transferor in exercising any power, right
      or
      remedy under this Purchase Agreement or the Assignment, shall operate as a
      waiver thereof, nor shall any single or partial exercise of any such power,
      right or remedy preclude any other or further exercise thereof or the exercise
      of any other power, right or remedy.

     

    6.10. 
        Notices.
      All
      communications and notices pursuant hereto to either party [or to the Note
      Insurer] shall be in writing or by telegraph or telex and addressed or delivered
      to it at its address (or in case of telex, at its telex number at such address)
      shown in the opening portion of this Purchase Agreement (in the case of the
      parties) and with respect to the Note Insurer, at
      __________________________________________, Attention: ________________, Re:
      Long Beach Acceptance Auto Receivables Trust 20__-_, or, in each case, at such
      other address as may be designated by it by notice to the other party and,
      if
      mailed or sent by telegraph or telex, shall be deemed given when mailed,
      communicated to the telegraph office or transmitted by telex. [A copy of all
      communications and notices sent pursuant hereto to either party shall also
      be
      sent to Ameriquest Mortgage Company, 1100 Town & Country Road, Suite 1100,
      Orange, California 92868, Attention: General Counsel.]

     

    6.11. 
        Intentionally
      Omitted.
      

     

    6.12. 
        Intentionally
      Omitted.
      

     

    6.13. 
        Confidential
      Information.
      The
      Transferor agrees that it will neither use nor disclose to any person the names
      and addresses of the Obligors, except in connection with the enforcement of
      the
      Transferor's rights hereunder, under the Receivables, under the Sale and
      Servicing Agreement or as required by law.

     

    6.14. 
        Headings
      and Cross-References.
      The
      various headings in this Purchase Agreement are included for convenience only
      and shall not affect the meaning or interpretation of any provision of this
      Purchase Agreement. References in this Purchase Agreement to Section names
      or
      numbers are to such Sections of this Purchase Agreement.

     

    6.15. 
        Third
      Party Beneficiaries.
      The
      parties hereto hereby expressly agree that each of the Indenture Trustee for
      the
      benefit of the Noteholders, the Owner Trustee, the Certificateholder [and the
      Note Insurer] shall be third party beneficiaries with respect to this Purchase
      Agreement, provided,
      however,
      that no
      third party other than the Indenture Trustee for the benefit of the Noteholders
      [and the Note Insurer], [the Note Insurer], [Underwriters] is a third party
      beneficiary of this Purchase Agreement, and each such party may rely on the
      representations, warranties, covenants and agreements of LBAC herein and therein
      as if they were addressed to each of them. [As a third party beneficiary to
      the
      provisions of this Purchase Agreement, the Note Insurer (so long as no Note
      Insurer Default shall have occurred and be continuing) and its successors and
      assigns shall be entitled to rely upon and directly enforce the provisions
      of
      this Purchase Agreement. Except as expressly stated otherwise herein or in
      the
      Basic Documents, any right of the Note Insurer to direct, appoint, consent
      to,
      approve of, or take any action under this Purchase Agreement, shall be a right
      exercised by the Note Insurer in its sole and absolute discretion. The Note
      Insurer may disclaim any of its rights and powers under this Purchase Agreement
      (but not its duties and obligations under the Policy) upon delivery of a written
      notice to the Indenture Trustee.]

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    6.16. 
        Governing
      Law.
      THIS
      PURCHASE AGREEMENT AND THE ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
      CONFLICTS OF LAWS PRINCIPLES (EXCEPT WITH REGARD TO THE UCC).

     

    6.17. 
        Counterparts.
      This
      Purchase Agreement may be executed in two or more counterparts and by different
      parties on separate counterparts, each of which shall be an original, but all
      of
      which together shall constitute one and the same instrument.

     

    6.18. 
        [Effect
      of Policy Expiration Date.
      Notwithstanding anything to the contrary set forth herein, all references to
      any
      right of the Note Insurer to direct, appoint, consent to, accept, approve of,
      take or omit to take any action under this Purchase Agreement or any other
      Basic
      Document shall be inapplicable at all times after the Policy Expiration Date,
      and (i) if such reference provides for another party or parties to take or
      omit
      to take such action following a Note Insurer Default, such party or parties
      shall also be entitled to take or omit to take such action following the Policy
      Expiration Date and (ii) if such reference does not provide for another party
      or
      parties to take or omit to take such action following a Note Insurer Default,
      then the Indenture Trustee acting at the direction of the Majorityholders shall
      have the right to take or omit to take any such action following the Policy
      Expiration Date. In addition, any other provision of this Purchase Agreement
      or
      any other Basic Document which is operative based in whole or in part on whether
      a Note Insurer Default has or has not occurred shall, at all times on or after
      the Policy Expiration Date, be deemed to refer to whether or not the Policy
      Expiration Date has occurred.]

     

    


     


    
      
        
          


        

         

      

      
        25

        
          

        

      

      
         

        
          


        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to
      be
      executed by their respective officers thereunto duly authorized as of the date
      and year first above written.

     

                        LONG
      BEACH ACCEPTANCE
      RECEIVABLES CORP.

    


    


                        By:______________________________________

                        Name:

                        Title:

    


    


    


                        LONG
      BEACH ACCEPTANCE
      CORP.

    


    
                          By:______________________________________

                          Name:

                          Title:



    


    


    


    [Signature
      Page to the Purchase Agreement]

    


    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    ANNEX
      A

     

    DEFINED
      TERMS

     

    


     

    


     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A

    FORM
      OF
      ASSIGNMENT 

    (RECEIVABLES)

     

    ASSIGNMENT

     

    For
      value
      received, in accordance with the Purchase Agreement dated as of __________,
      20__
      (the "Purchase
      Agreement")
      between the undersigned and Long Beach Acceptance Receivables Corp. (the
      "Transferor"), the undersigned does hereby sell, transfer, assign and otherwise
      convey unto the Transferor, without recourse (subject to the obligations in
      the
      Purchase Agreement and the Sale and Servicing Agreement), all right, title
      and
      interest of LBAC in and to: (i) the Receivables listed in Schedule A hereto,
      all
      monies received on the Receivables after the Cutoff Date and, with respect
      to
      any Receivables which are Precomputed Receivables, the related Payahead Amount
      and all Liquidation Proceeds and Recoveries received with respect to the
      Receivables; (ii) the security interests in the related Financed Vehicles
      granted by the related Obligors pursuant to the Receivables and any other
      interest of LBAC in such Financed Vehicles, including, without limitation,
      the
      certificates of title and any other evidence of ownership with respect to such
      Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit
      life and credit accident and health insurance policies or certificates or the
      VSI Policy, if any, relating to the related Financed Vehicles or the related
      Obligors, including any rebates or premiums; (iv) property (including the right
      to receive future Liquidation Proceeds) that secures a Receivable and that
      has
      been acquired pursuant to the liquidation of such Receivable; (v) refunds for
      the costs of extended service contracts with respect to the related Financed
      Vehicles, refunds of unearned premiums with respect to credit life and credit
      accident and health insurance policies or certificates covering a related
      Obligor or Financed Vehicle or his or her obligations with respect to such
      Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi)
      the
      Legal File and the Receivable File related to each Receivable and any and all
      other documents that LBAC keeps on file in accordance with its customary
      procedures relating to the Receivables, the related Obligors or the related
      Financed Vehicles; (vii) all amounts and property from time to time held in
      or
      credited to the Lock-Box Account, to the extent such amounts and property relate
      to the Receivables; (viii) any proceeds from recourse against Dealers (other
      than any Chargeback Obligations) including, without limitation, all Dealer
      Title
      Guaranties with respect to the sale of the Receivables; and (ix) the proceeds
      of
      any and all of the foregoing. The foregoing sale does not constitute and is
      not
      intended to result in any assumption by the Transferor of any obligation of
      the
      undersigned to the Obligors, insurers or any other person in connection with
      the
      Receivables, the related Legal Files, the related Receivable Files, any
      insurance policies or any agreement or instrument relating to any of
      them.

     

    This
      Assignment is made pursuant to and upon the representations, warranties and
      agreements on the part of the undersigned contained in the Purchase Agreement
      and is to be governed by the Purchase Agreement.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings assigned
      to
      them in the Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    THIS
      ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
      (EXCEPT WITH REGARD TO THE UCC).

     


    
      
        A-

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed
      as of __________, 20__.

     

    
                          LONG
        BEACH ACCEPTANCE
        CORP.

      


      


                          By:______________________________________

                          Name:

                          Title:

    

     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    SCHEDULE
      A

     

    Schedule
      of Receivable