Exhibit
      4.4

     

    
      

      

    

     

     

    TRUST
      AGREEMENT

     

    between

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP.

     

    and

     

    [NAME
      OF
      OWNER TRUSTEE]

     

    Owner
      Trustee

     

    Dated
      as
      of ____________, 20__

     

    


    


    
      

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

     

    
      
        
          	 	
                  Page

                
	 	 
	
                  ARTICLE
                    I. DEFINITIONS

                	
                  1

                
	 	 	 
	
                       
                    SECTION 1.1.

                	
                  Capitalized
                    Terms

                	
                  1

                
	
                       
                    SECTION 1.2. 

                	
                  Other
                    Definitional Provisions.

                	
                  2

                
	 	 	
                   

                
	
                  ARTICLE
                    II. ORGANIZATION

                	
                  3

                
	 	 
	
                      
                    SECTION 2.1. 

                	
                  Name

                	
                  3

                
	
                      
                    SECTION 2.2. 

                	
                  Office

                	
                  3

                
	
                      
                    SECTION 2.3. 

                	
                  Purposes
                    and Powers

                	
                  3

                
	
                      
                    SECTION 2.4. 

                	
                  Appointment
                    of Owner Trustee

                	
                  6

                
	
                      
                    SECTION 2.5. 

                	
                  Initial
                    Capital Contribution to the Trust

                	
                  6

                
	
                      
                    SECTION 2.6. 

                	
                  Declaration
                    of Trust

                	
                  6

                
	
                      
                    SECTION 2.7. 

                	
                  Title
                    to Owner Trust Estate

                	
                  6

                
	
                      
                    SECTION 2.8. 

                	
                  Situs
                    of Trust

                	
                  7

                
	
                      
                    SECTION 2.9. 

                	
                  Representations
                    and Warranties of the Transferor

                	
                  7

                
	
                      
                    SECTION 2.10. 

                	
                  Covenants
                    of the Certificateholder

                	
                  9

                
	
                      
                    SECTION 2.11. 

                	
                  Federal
                    Income Tax Treatment of the Trust.

                	
                  9

                
	 	 	 
	
                  ARTICLE
                    III. CERTIFICATES AND TRANSFER OF INTEREST

                	
                  10

                
	 	 
	
                      
                    SECTION 3.1. 

                	
                  Initial
                    Ownership

                	
                  10

                
	
                      
                    SECTION 3.2. 

                	
                  The
                    Certificates

                	
                  10

                
	
                      
                    SECTION 3.3. 

                	
                  Authentication
                    of Certificates

                	
                  10

                
	
                      
                    SECTION 3.4. 

                	
                  Registration
                    of Certificates

                	
                  11

                
	
                      
                    SECTION 3.5. 

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates

                	
                  12

                
	
                      
                    SECTION 3.6. 

                	
                  Persons
                    Deemed Certificateholders

                	
                  12

                
	
                      
                    SECTION 3.7. 

                	
                  Transfer
                    of Certificates.

                	
                  12

                
	
                      
                    SECTION 3.8. 

                	
                  Disposition
                    In Whole But Not In Part

                	
                  14

                
	 	 	 
	
                  ARTICLE
                    IV. VOTING RIGHTS AND OTHER ACTIONS

                	
                  14

                
	 	 
	
                      
                    SECTION 4.1. 

                	
                  Prior
                    Notice to Certificateholder with Respect to Certain
                    Matters

                	
                  14

                
	
                      
                    SECTION 4.2. 

                	
                  Action
                    by Certificateholder with Respect to Certain Matters

                	
                  15

                
	
                      
                    SECTION 4.3. 

                	
                  Restrictions
                    on Certificateholder's Power.

                	
                  15

                
	
                      
                    SECTION 4.4. 

                	
                  [Rights
                    of Note Insurer

                	
                  16

                
	 	 	 
	
                  ARTICLE
                    V. AUTHORITY AND DUTIES OF OWNER TRUSTEE

                	
                  16

                
	 	 
	
                      
                    SECTION 5.1. 

                	
                  General
                    Authority.

                	
                  16

                
	
                      
                    SECTION 5.2. 

                	
                  General
                    Duties

                	
                  16

                
	
                      
                    SECTION 5.3. 

                	
                  Action
                    upon Instruction.

                	
                  17

                
	
                      
                    SECTION 5.4. 

                	
                  No
                    Duties Except as Specified in this Agreement or in
                    Instructions

                	
                  18

                
	
                      
                    SECTION 5.5. 

                	
                  No
                    Action Except under Specified Documents or Instructions

                	
                  18

                
	
                      
                    SECTION 5.6. 

                	
                  Restrictions

                	
                  18

                


        

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

        
          	 	 	
                  Page

                
	
                  ARTICLE
                    VI. CONCERNING THE OWNER TRUSTEE

                	
                  19

                
	 	 
	
                      
                    SECTION 6.1. 

                	
                  Acceptance
                    of Trusts and Duties

                	
                  19

                
	
                      
                    SECTION 6.2. 

                	
                  Furnishing
                    of Documents

                	
                  20

                
	
                      
                    SECTION 6.3. 

                	
                  Representations
                    and Warranties

                	
                  20

                
	
                      
                    SECTION 6.4. 

                	
                  Reliance;
                    Advice of Counsel.

                	
                  21

                
	
                      
                    SECTION 6.5. 

                	
                  Not
                    Acting in Individual Capacity

                	
                  21

                
	
                      
                    SECTION 6.6. 

                	
                  Owner
                    Trustee Not Liable for Certificates or Receivables

                	
                  22

                
	
                      
                    SECTION 6.7. 

                	
                  Owner
                    Trustee May Own Notes

                	
                  22

                
	
                      
                    SECTION 6.8. 

                	
                  Payments
                    from Owner Trust Estate

                	
                  22

                
	
                      
                    SECTION 6.9. 

                	
                  Doing
                    Business in Other Jurisdictions

                	
                  22

                
	 	 	 
	
                  ARTICLE
                    VII. COMPENSATION OF OWNER TRUSTEE

                	
                  23

                
	 	 
	
                      
                    SECTION 7.1. 

                	
                  Owner
                    Trustee's Fees and Expenses

                	
                  23

                
	
                      
                    SECTION 7.2. 

                	
                  Indemnification

                	
                  23

                
	
                      
                    SECTION 7.3. 

                	
                  Payments
                    to the Owner Trustee

                	
                  23

                
	
                      
                    SECTION 7.4. 

                	
                  Non-recourse
                    Obligations

                	
                  23

                
	 	 	 
	
                  ARTICLE
                    VIII. TERMINATION OF TRUST AGREEMENT

                	
                  24

                
	 	 
	
                      
                    SECTION 8.1. 

                	
                  Termination
                    of Trust Agreement.

                	
                  24

                
	 	 	 
	
                  ARTICLE
                    IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                	
                  25

                
	 	 
	
                      
                    SECTION 9.1. 

                	
                  Eligibility
                    Requirements for Owner Trustee

                	
                  25

                
	
                      
                    SECTION 9.2. 

                	
                  Resignation
                    or Removal of Owner Trustee

                	
                  25

                
	
                      
                    SECTION 9.3. 

                	
                  Successor
                    Owner Trustee

                	
                  26

                
	
                      
                    SECTION 9.4. 

                	
                  Merger
                    or Consolidation of Owner Trustee

                	
                  27

                
	
                      
                    SECTION 9.5. 

                	
                  Appointment
                    of Co-Indenture Trustee or Separate Indenture Trustee

                	
                  27

                
	 	 	 
	
                  ARTICLE
                    X. MISCELLANEOUS

                	
                  28

                
	 	 
	
                      
                    SECTION 10.1. 

                	
                  Supplements
                    and Amendments.

                	
                  28

                
	
                      
                    SECTION 10.2. 

                	
                  No
                    Legal Title to Owner Trust Estate in Certificateholder

                	
                  29

                
	
                      
                    SECTION 10.3. 

                	
                  Limitations
                    on Rights of Others

                	
                  29

                
	
                      
                    SECTION 10.4. 

                	
                  Notices.

                	
                  30

                
	
                      
                    SECTION 10.5. 

                	
                  Severability

                	
                  31

                
	
                      
                    SECTION 10.6. 

                	
                  Separate
                    Counterparts

                	
                  31

                
	
                      
                    SECTION 10.7. 

                	
                  Assignments

                	
                  31

                
	
                      
                    SECTION 10.8. 

                	
                  No
                    Recourse

                	
                  31

                
	
                      
                    SECTION 10.9. 

                	
                  Headings

                	
                  31

                
	
                      
                    SECTION 10.10. 

                	
                  GOVERNING
                    LAW

                	
                  31

                


        

         

        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

        
          	 	 	
                  Page

                
	
                      
                    SECTION 10.11. 

                	
                  Servicer

                	
                  32

                
	
                      
                    SECTION 10.12. 

                	
                  [Limitation
                    on Liability

                	
                  32

                
	
                      
                    SECTION 10.13. 

                	
                  No
                    Petition

                	
                  32

                
	
                      
                    SECTION 10.14. 

                	
                  Bankruptcy
                    Matters

                	
                  32

                
	
                      
                    SECTION 10.15. 

                	
                  [Effect
                    of Policy Expiration Date

                	
                  33

                
	 	 	
                   

                


        

      

    

     

    EXHIBITS

     

    EXHIBIT
      A
      - Form
      of Certificate of Trust

     

    EXHIBIT
      B
      - Form
      of Certificate

     

    EXHIBIT
      C
      - Form
      of Transferee's Certificate for Qualified Institutional Buyers

     

    EXHIBIT
      D
      - Form
      of Transferee's Certificate for Institutional Accredited Investors

     

    EXHIBIT
      E
      - Form
      of Transferor’s Certificate

     

    EXHIBIT
      F
      - Form
      of ERISA Certificate

     

    EXHIBIT
      G
      - Form
      of Flow Through Entity Certificate

     

    


     


    
      
         

      

      
        iii

        
          

        

      

      
         

      

    



    TRUST
      AGREEMENT dated as of __________, 20__ between LONG BEACH ACCEPTANCE RECEIVABLES
      CORP., a Delaware corporation (the "Transferor"), and ______________________,
      a
      ___________________, acting hereunder not in its individual capacity but solely
      as Owner Trustee (in such capacity, the "Owner Trustee").

     

    ARTICLE
      I.  

     

    


     

    Definitions

     

        
      SECTION 1.1.   Capitalized
      Terms.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below, terms defined in the singular shall include the plural:


     

    "Agreement"
      shall mean this Trust Agreement, as the same may be amended and supplemented
      from time to time.

     

    "Business
      Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware Code, 12
Del.
      Code§ 3801
et.
      seq.
      as the
      same may be amended from time to time.

     

    "Certificate"
      means a trust certificate evidencing the entire beneficial interest in the
      Trust, substantially in the form of Exhibit B attached hereto.

     

    "Certificate
      of Trust" shall mean the Certificate of Trust in the form of Exhibit A to be
      filed for the Trust pursuant to Section 3810(a) of the Business Trust
      Statute.

     

    "Certificate
      Register" and "Certificate Registrar" shall mean the register mentioned and
      the
      registrar appointed pursuant to Section 3.4.

     

    "Certificateholder"
      or "Holder" shall mean the person in whose name a Certificate is registered
      on
      the Certificate Register.

     

    "Instructing
      Party" shall have the meaning assigned to such term in Section 5.3.

     

    "Non-Registered
      Trust Certificate" means a Certificate other than a Registered Trust
      Certificate.

     

    "Owner
      Trust Estate" shall mean all right, title and interest of the Trust in and
      to
      the property and rights assigned to the Trust pursuant to Article II of the
      Sale
      and Servicing Agreement, all funds on deposit from time to time in Collection
      Account or the Note Account and all other property of the Trust from time to
      time, including any rights of the Owner Trustee and the Trust pursuant to the
      Sale and Servicing Agreement [and the Spread Account Agreement].

     

    "Registered
      Trust Certificate" means a Certificate that was sold pursuant to a registration
      statement that has been filed and has become effective under the Securities
      Act.

     

    "Secretary
      of State" means the Secretary of State of the State of Delaware.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    "Transferee's
      Certificate" means a certificate in the form of Exhibits C or D
      hereto.

     

    "Transferor's
      Certificate" means a certificate in the form of Exhibit E hereto.

     

    "Treasury
      Regulations" means regulations, including proposed or temporary regulations,
      promulgated under the Code. References herein to specific provisions of proposed
      or temporary regulations shall include analogous provisions of final Treasury
      Regulations or other successor Treasury Regulations.

     

    "Trust"
      means the trust established by this Agreement.

     

    ["___"
      means [Name of owner trustee], a Delaware banking corporation, in its individual
      capacity.]

     

    SECTION
      1.2.   Other
      Definitional Provisions.

     

    (a)   Capitalized
      terms used herein and not otherwise defined herein have the meanings assigned
      to
      them in Annex A to the Sale and Servicing Agreement.

     

    (b)   All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (c)   As
      used
      in this Agreement and in any certificate or other document made or delivered
      pursuant hereto or thereto, accounting terms not defined in this Agreement
      or in
      any such certificate or other document, and accounting terms partly defined
      in
      this Agreement or in any such certificate or other document to the extent not
      defined, shall have the respective meanings given to them under generally
      accepted accounting principles as in effect on the date of this Agreement or
      any
      such certificate or other document, as applicable. To the extent that the
      definitions of accounting terms in this Agreement or in any such certificate
      or
      other document are inconsistent with the meanings of such terms under generally
      accepted accounting principles, the definitions contained in this Agreement
      or
      in any such certificate or other document shall control.

     

    (d)   The
      words
      "hereof," "herein," "hereunder" and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Section and Exhibit references contained in this
      Agreement are references to Sections and Exhibits in or to this Agreement unless
      otherwise specified; and the term "including" shall mean "including without
      limitation." 

     

    (e)   The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    ARTICLE
      II.

     

     

    Organization

     

    SECTION
      2.1.   Name.
      There
      is hereby formed a trust to be known as "Long Beach Acceptance Auto Receivables
      Trust 20__-__," in which name the Owner Trustee may conduct the business of
      the
      Trust, make and execute contracts and other instruments on behalf of the Trust
      and sue and be sued on behalf of the Trust.

     

    SECTION
      2.2.   Office.
      The
      principal office of the Trust, and such additional offices as the
      Certificateholder may direct the Owner Trustee to establish, shall be located
      at
      such place or places inside or outside the State of Delaware as the
      Certificateholder may unanimously designate from time to time. The
      Certificateholder hereby designates the office of the Owner Trustee at
      _____________, ________________________, ___________, _____________ _________,
      Attention: ________________ as the principal office of the Trust.

     

    SECTION
      2.3.   Purposes
      and Powers.
      The
      Trust and the parties to this Agreement shall be subject to the following
      provisions regarding the purposes, powers and procedures of the
      Trust:

     

    (a)   The
      purpose of the Trust is to engage solely in the following
      activities:

     

    (i)  to
      acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing
      Agreement;

     

    (ii)  to
      issue
      the Notes pursuant to the Indenture and the Certificates pursuant to this
      Agreement, to sell and exchange the Notes and to transfer the Certificate to
      the
      Transferor and to pay interest on and principal of the Notes and distributions
      on the Certificates;

     

    (iii)  with
      the
      proceeds of the sale of the Notes, [to fund the Spread Account, and] to pay
      the
      balance to the Transferor pursuant to the Sale and Servicing Agreement;


     

    (iv)  to
      assign, grant, transfer, pledge, mortgage and convey the Pledged Property to
      the
      Indenture Trustee pursuant to the Indenture for the benefit of [the Note Insurer
      and] the Noteholders and to hold, manage and distribute to the Certificateholder
      pursuant to the terms of the Sale and Servicing Agreement [and the Spread
      Account Agreement] any portion of the Pledged Property released from the Lien
      of
      the Indenture; 

     

    (v)  to
      enter
      into and perform its obligations under the Basic Documents to which it is a
      party; 

     

    (vi)  to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith; and 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (vii)  subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Certificateholder and the
      Noteholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement or the Basic
      Documents.

     

    (b)   The
      Trust's only assets shall be the Owner Trust Estate. Other than the Notes,
      the
      Trust shall not secure any indebtedness with any of the Owner Trust
      Estate.

     

    (c)   Other
      than with respect to the transfer to the Trust of the Trust Assets, the Trust
      shall not do any of the following: acquire any obligations of, make loans or
      advances to, borrow funds from, assume or guarantee the obligations or
      liabilities of, have its obligations or liabilities guaranteed by, or hold
      itself out as responsible for the debts and obligations of the Owner Trustee,
      the Certificateholder, LBAC, the Indenture Trustee or any other person or
      entity.

     

    (d)   The
      Owner
      Trustee shall not manage, control, use, sell, dispose of or otherwise deal
      with
      any part of the Owner Trust Estate except in accordance with the specific
      limitations set forth in this Agreement and the other Basic Documents to which
      the Trust is a party.

     

    (e)   The
      Trust
      shall, in all dealings with the public, identify itself under the name of the
      Trust and as a separate and distinct entity from any other Person or entity.
      All
      transactions and agreements between the Trust and third parties shall be
      conducted in the name of the Trust as an entity separate and independent from
      the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and the
      Certificateholder.

     

    (f)   All
      transactions and agreements between the Trust, on the one hand, and any of
      the
      Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian,
      the Transferor, LBAC and the Certificateholder, on the other hand, shall reflect
      the separate legal existence of each entity and will be formally documented
      in
      writing. The pricing and other material terms of all such transactions and
      agreements shall be on terms substantially similar to those that would be
      available on an arm's-length basis with unaffiliated third parties.

     

    (g)   The
      Trust
      shall not commingle its funds and other assets with those of any other Person
      or
      business entity and shall maintain its assets and liabilities in such a manner
      that it shall not be costly or difficult to segregate, ascertain or identify
      its
      individual assets and liabilities from those of any other person or entity.
      The
      Owner Trustee shall hold the Owner Trust Estate on behalf of the
      Trust.

     

    (h)   The
      Trust
      shall pay its liabilities and losses as they become due from the Owner Trust
      Estate, provided,
      however,
      that
      none of the Owner Trust Estate shall be used to pay the liabilities (including
      liability in respect of guaranties) and losses of the Transferor, LBAC, the
      Indenture Trustee, the Trust Collateral Agent, the Custodian or the
      Certificateholder. The Trust has been structured to maintain capital in an
      amount reasonably sufficient to meet the anticipated needs of the
      Trust.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (i)   The
      Trust
      shall not share any of the same officers or other employees with the Servicer,
      the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the
      Custodian or the Certificateholder.

     

    (j)   The
      Trust
      shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture
      Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder
      contract or do business with vendors or service providers or share overhead
      expenses.

     

    (k)   The
      Trust
      shall maintain its own bank accounts, books and records and annual financial
      statements prepared in accordance with generally accepted accounting principles,
      separate from those of the Owner Trustee, the Indenture Trustee, the Trust
      Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder.
      The foregoing will reflect that the assets and liabilities of and all
      transactions and transfers of funds involving the Trust shall be separate from
      those of each such other entity, and the Trust shall pay or bear the cost of
      the
      preparation of its own financial statements and shall not pay or bear the cost
      of the preparation of the financial statements of any such other entity. Neither
      the accounting records nor the financial statements of the Trust will indicate
      that the Owner Trust Estate is available to pay creditors of the Owner Trustee,
      the Indenture Trustee, the Trust Collateral Agent, the Custodian, the
      Transferor, LBAC or the Certificateholder or any other person or
      entity.

     

    (l)   The
      Owner
      Trustee shall not have the power to commence a voluntary proceeding in
      bankruptcy relating to the Trust without the prior approval of the
      Certificateholder and the Transferor and the delivery to the Owner Trustee
      by
      each of the Certificateholder and the Transferor of a certificate stating that
      such entity reasonably believes that the Trust is insolvent.

     

    (m)   Each
      of
      the Owner Trustee and the Transferor covenants and agrees that it will not
      at
      any time institute against any Certificateholder, or join in any institution
      against any Certificateholder of any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceeding or other proceeding under any United States
      of America federal or state bankruptcy or similar law in connection with any
      obligations relating to the Certificates or this Agreement. The Owner Trustee
      and the Transferor each covenants and agrees that it will not, in any capacity,
      seek the substantive consolidation of the assets of the Trust with any
      Certificateholder.

     

    (n)   The
      Certificates cannot be transferred other than pursuant to Section
      3.7.

     

    (o)   The
      Owner
      Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain
      administrative duties relating to the Trust to specified entities (other than
      the Certificateholder), which will be authorized to prepare on behalf of the
      Trust all documents, reports, filings, instruments, certificates and opinions
      as
      it shall be the duty of the Trust to prepare, file and deliver. However, the
      Owner Trustee may not delegate any such administrative duties to the
      Certificateholder, and the Certificateholder may not perform any of the Trust's
      duties or obligations.

     

    (p)   The
      Certificates shall entitle the Certificateholder only to the benefits and
      distributions as are expressly set forth in this Agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (q)   The
      Trust
      and this Agreement may not be revoked or terminated except in accordance with
      Section 8.1 of this Agreement and in no event shall the Certificateholder have
      the ability to terminate the Trust unilaterally.

     

    (r)   The
      Trust
      shall not consensually merge or consolidate with any of the Owner Trustee,
      the
      Transferor, LBAC or the Certificateholder.

     

    (s)   Neither
      the Transferor nor the Certificateholder shall request or instruct the Owner
      Trustee to take or refrain from taking any action if such action or inaction
      would be contrary to any obligation of the Trust or the Owner Trustee under
      this
      Agreement or contrary to the limited purposes of the Trust, and the Owner
      Trustee shall be under no obligation to comply with any such request or
      instruction if given.

     

    SECTION
      2.4.   Appointment
      of Owner Trustee.
      The
      Transferor hereby appoints the Owner Trustee as trustee of the Trust effective
      as of the date hereof, to have all the rights, powers and duties set forth
      herein.

     

    SECTION
      2.5.   Initial
      Capital Contribution to the Trust.
      The
      Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner
      Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
      acknowledges receipt in trust from the Transferor, as of the date hereof, of
      the
      foregoing contribution, which shall constitute the initial property of the
      Trust. The Transferor shall pay organizational expenses of the Trust as they
      may
      arise.

     

    SECTION
      2.6.   Declaration
      of Trust.
      The
      Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust
      upon and subject to the conditions set forth herein for the use and benefit
      of
      the Certificateholder, subject to the obligations of the Trust under the Basic
      Documents. It is the intention of the parties hereto that the Trust constitute
      a
      business trust under the Business Trust Statute and that this Agreement
      constitute the governing instrument of such business trust. Effective as of
      the
      date hereof, the Owner Trustee shall have all rights, powers and duties set
      forth herein and to the extent not inconsistent herewith, in the Business Trust
      Statute with respect to accomplishing the purposes of the Trust. The Owner
      Trustee shall file the Certificate of Trust with the Secretary of
      State.

     

    The
      Certificateholder shall not have any personal liability for any liability or
      obligation of the Trust.

     

    SECTION
      2.7.   Title
      to Owner Trust Estate

     

    (a)   Legal
      title to all the Owner Trust Estate shall be vested at all times in the Trust
      as
      a separate legal entity except where applicable law in any jurisdiction requires
      title to any part of the Owner Trust Estate to be vested in a trustee or
      trustees, in which case title shall be deemed to be vested in the Owner Trustee,
      a co-trustee and/or a separate trustee, as the case may be.

     

    (b)   The
      Certificateholder shall not have legal title to any part of the Owner Trust
      Estate. The Certificateholder shall be entitled to receive distributions with
      respect to its undivided ownership interest therein only in accordance with
      the
      Sale and Servicing Agreement and the Spread Account Agreement. No transfer,
      by
      operation of law or otherwise, of any right, title or interest by the
      Certificateholder of its ownership interest in the Owner Trust Estate shall
      operate to terminate this Agreement or the trusts hereunder or entitle any
      transferee to an accounting or to the transfer to it of legal title to any
      part
      of the Owner Trust Estate.

     

    
      
         

      

      
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    SECTION
      2.8.   Situs
      of Trust.
      The
      Trust shall be administered in the State of Delaware.

     

    SECTION
      2.9.   Representations
      and Warranties of the Transferor.
      The
      Transferor makes the following representations and warranties on which the
      Owner
      Trustee relies in accepting the Trust Assets in trust and issuing the
      Certificates [and upon which the Note Insurer relies in issuing the Note
      Policy]:

     

    (a)   Organization
      and Good Standing.
      The
      Transferor is duly organized and validly existing as a Delaware corporation
      with
      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
      is
      proposed to be conducted pursuant to this Agreement and the 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, the conduct
      of
      its business and the performance of its obligations under this Agreement and
      the
      Basic Documents to which it is a party requires such qualification.

     

    (c)   Power;
      Authority; Execution; Enforceability.
      The
      Transferor has the corporate power and authority to execute and deliver this
      Agreement and to carry out its terms; the Transferor has full power and
      authority to sell and assign the property to be conveyed and assigned to and
      deposited with the Trust and the Transferor has duly authorized such conveyance
      and assignment and deposit to the Trust by all necessary corporate action;
      and
      the execution, delivery and performance of this Agreement and the other Basic
      Documents to which it is a party has been duly authorized by the Transferor
      by
      all necessary corporate action. The Transferor has duly executed this Agreement
      and the other Basic Documents to which it is a party, and this Agreement and
      the
      other Basic Documents to which it is a party constitute the legal, valid and
      binding obligations of the Transferor, enforceable against the Transferor in
      accordance with their terms.

     

    (d)   No
      Consent Required.
      No
      consent, license, approval or authorization or registration or declaration
      with,
      any Person or with any governmental authority, bureau or agency is required
      to
      be obtained by the Transferor in connection with the execution, delivery or
      performance of this Agreement and the Basic Documents to which the Transferor
      is
      a party, except for such as have been obtained, effected or made.

     

    (e)   No
      Violation.
      The
      consummation of the transactions contemplated by this Agreement and the other
      Basic Documents and the fulfillment of the terms hereof and thereof do 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 the Transferor, or any indenture,
      agreement or other instrument to which the Transferor is a party or by which
      it
      is bound; nor result in the creation or imposition of any Lien upon any of
      its
      properties pursuant to the terms of any such indenture, agreement or other
      instrument (other than pursuant to the Basic Documents); nor violate any law
      or,
      to the best of the Transferor's knowledge, any 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.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (f)   No
      Proceedings.
      There
      are no proceedings or investigations pending or, to its knowledge threatened
      against it before any court, regulatory body, administrative agency or other
      tribunal or governmental instrumentality having jurisdiction over it or its
      properties (A) asserting the invalidity of this Agreement or any of the Basic
      Documents to which the Transferor is a party, (B) seeking to prevent the
      issuance of the Certificates or the Notes or the consummation of any of the
      transactions contemplated by this Agreement or any of the Basic Documents to
      which the Transferor is a party, (C) seeking any determination or ruling that
      might materially and adversely affect its performance of its obligations under,
      or the validity or enforceability of, this Agreement or any of the Basic
      Documents to which the Transferor is a party, or (D) seeking to adversely affect
      the federal income tax or other federal, state or local tax attributes of the
      Notes or the Certificates.

     

    (g)   No
      Liens.
      Upon
      the conveyance, assignment or other transfer of any of the Trust Assets by
      the
      Transferor to the Trust pursuant to the Sale and Servicing Agreement, the
      Transferor will have conveyed to the Trust good title, free and clear of any
      lien, encumbrance or other interests of others (including without limitation,
      any claim of any creditor of the Transferor or any of its Affiliates) of any
      nature and the Trust will have the right to Grant and deliver the Pledged
      Property to the Indenture Trustee in accordance with the Indenture and upon
      the
      Grant and delivery of the Pledged Property by the Trust to the Indenture Trustee
      in the manner contemplated by the Indenture, and assuming the validity and
      binding effect of the Indenture, the Indenture Trustee will have obtained a
      valid first priority security interest therein, prior to all liens.

     

    (h)   Records.
      Immediately upon the sale or other delivery of any Trust Assets to the Trust
      pursuant to the Sale and Servicing Agreement, the Transferor will make any
      appropriate notations on its records to indicate that the Trust Assets have
      been
      transferred to the Trust pursuant to the Sale and Servicing Agreement and,
      to
      the extent it constitutes Pledged Property, has been pledged by the Trust to
      the
      Indenture Trustee to secure payment of the Notes.

     

    (i)   No
      Bankruptcy Petition.
      The
      Transferor has no present intent to cause a voluntary bankruptcy of the
      Trust.

     

    (j)   Separate
      Entity.
      The
      Transferor will hold itself out to the public under its own name as a separate
      and distinct entity and conduct its business so as not to mislead others as
      to
      the identity of the entity under which those others are concerned. Without
      limiting the generality of the foregoing, all oral and written communications,
      including without limitation, all letters, invoices, contracts, statements
      and
      applications will be made solely in the name of the Trust if they are made
      on
      behalf of the Trust and solely in the name of the Transferor if they are made
      on
      behalf of the Transferor.

     

    
      
         

      

      
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    (k)   Financial
      Statements.
      The
      Transferor will disclose in all financial statements that the assets of the
      Trust are not available to the Transferor's creditors.

     

    SECTION
      2.10.   Covenants
      of the Certificateholder.
      The
      Certificateholder, by its acceptance of a Certificate, agrees: 

     

    (a)   to
      be
      bound by the terms and conditions of the Certificates of which the
      Certificateholder is the beneficial owner and of this Agreement and the other
      Basic Documents, including any supplements or amendments hereto and thereto
      and
      to perform the obligations of a Certificateholder as set forth therein or
      herein, in all respects as if it were a signatory hereto. This undertaking
      is
      made for the benefit of the Trust, the Owner Trustee [and the Note Insurer];
      and

     

    (b)   until
      one
      year and one day after the completion of the events specified in Section 8.1(d),
      not to, for any reason, institute proceedings for the Trust to be adjudicated
      a
      bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
      proceedings against the Trust, or file a petition seeking or consenting to
      reorganization or relief under any applicable federal or state law relating
      to
      bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of the Trust or a substantial
      part of its property, or cause or permit the Trust to make any assignment for
      the benefit of its creditors, or admit in writing its inability to pay its
      debts
      generally as they become due, or declare or effect a moratorium on its debt
      or
      take any action in furtherance of any such action.

     

    SECTION
      2.11.   Federal
      Income Tax Treatment of the Trust.

     

    (a)   For
      so
      long as the Trust has a single owner for federal income tax purposes, it will,
      pursuant to Treasury Regulations promulgated under section 7701 of the Code,
      be
      disregarded as an entity distinct from the Certificateholder for all federal
      income tax purposes. Accordingly, for federal income tax purposes, the
      Certificateholder will be treated as (i) owning all assets owned by the Trust,
      (ii) having incurred all liabilities incurred by the Trust, and (iii) all
      transactions between the Trust and the Certificateholder will be disregarded.
      The parties agree that, unless otherwise required by appropriate tax
      authorities, the Trust will file or cause to be filed annual or other necessary
      returns, reports and other forms consistent with the foregoing
      characterization.

     

    (b)   In
      the
      event that the Trust has two or more equity owners for federal income tax
      purposes, the Trust will be treated as a partnership. At any such time that
      the
      Trust has two equity owners, this Agreement will be amended, in accordance
      with
      Section 10.1 herein, and appropriate provisions will be added so as to provide
      for treatment of the Trust as a partnership. In no event, however, will the
      Trust engage in any activity which would cause the Trust to become an
      association or publicly traded partnership, taxable as a corporation for Federal
      income tax purposes.

     

    
      
         

      

      
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    (c)   Neither
      the Owner Trustee nor any Certificateholder will, under any circumstances,
      and
      at any time, make an election on IRS From 8832 or otherwise, to classify the
      Trust as an association taxable as a corporation for federal, state or any
      other
      applicable tax purpose.

     

    ARTICLE
      III.


     

    Certificates
      and Transfer of Interest

     

    SECTION
      3.1.   Initial
      Ownership.
      Upon
      the formation of the Trust by the contribution by the Transferor pursuant to
      Section 2.5 and until the issuance of the Certificates, the Transferor shall
      be
      the sole beneficiary of the Trust.

     

    SECTION
      3.2.   The
      Certificates.
      The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature of an authorized officer of the Owner Trustee. A Certificate bearing
      the manual or facsimile signatures of individuals who were, at the time when
      such signatures shall have been affixed, authorized to sign on behalf of the
      Trust, shall be validly issued and entitled to the benefit of this Agreement,
      notwithstanding that such individuals or any of them shall have ceased to be
      so
      authorized prior to the authentication and delivery of such Certificate or
      did
      not hold such offices at the date of authentication and delivery of such
      Certificate. A transferee of a Certificate shall become a Certificateholder,
      and
      shall be entitled to the rights and subject to the obligations of a
      Certificateholder hereunder, upon due registration of such Certificate in such
      transferee's name pursuant to Section 3.4.

     

    SECTION
      3.3.   Authentication
      of Certificates.
      Concurrently with the conveyance of the Receivables to the Trust pursuant to
      the
      Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates
      to
      be executed on behalf of the Trust, authenticated and delivered to or upon
      the
      written order of the Transferor, signed by its chairman of the board, its
      president or any vice president, its treasurer or any assistant treasurer
      without further corporate action by the Transferor, in authorized denominations.
      No Certificate shall entitle its holder to any benefit under this Agreement,
      or
      shall be valid for any purpose, unless there shall appear on such Certificate
      a
      certificate of authentication substantially in the form set forth in
Exhibit
      B,
      executed by the Owner Trustee or [___] as the Owner Trustee's authentication
      agent, by manual signature; such authentication shall constitute conclusive
      evidence that such Certificate shall have been duly authenticated and delivered
      hereunder. Each Certificate shall be dated the date of its
      authentication.

     

    SECTION
      3.4.   Registration
      of Certificates

     

    (a)   The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 2.2, a Certificate Register in which, subject
      to
      such reasonable regulations as it may prescribe, the Owner Trustee shall provide
      for the registration of the Certificates and of transfers and exchanges of
      the
      Certificates as herein provided. The Owner Trustee shall be the initial
      Certificate Registrar.

     

    (b)   The
      Certificate Registrar shall provide the Trust Collateral Agent with the name
      and
      address of the Certificateholder on the Closing Date. Upon any transfer of
      a
      Certificate, the Certificate Registrar shall notify the Trust Collateral Agent
      of the name and address of the transferee in writing, by facsimile, on the
      day
      of such transfer.

     

    
      
         

      

      
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    (c)   Upon
      surrender for registration of transfer of a Certificate at the office or agency
      maintained pursuant to Section 2.2, the Owner Trustee shall execute,
      authenticate and deliver (or shall cause the Owner Trustee as its authenticating
      agent to authenticate and deliver), in the name of the designated transferee,
      a
      new Certificate dated the date of authentication by the Owner Trustee or any
      authenticating agent.

     

    (d)   A
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Owner Trustee and the Certificate Registrar duly executed by the
      Certificateholder or his attorney duly authorized in writing, with such
      signature guaranteed by an "eligible guarantor institution" meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in the Securities Transfer Agent's Medallion Program ("STAMP")
      or such other "signature guarantee program" as may be determined by the
      Certificate Registrar in addition to, or in substitution for, STAMP, all in
      accordance with the Exchange Act. Each Certificate surrendered for registration
      of transfer or exchange shall be canceled and subsequently disposed of by the
      Owner Trustee in accordance with its customary practice.

     

    (e)   No
      service charge shall be made for any registration of transfer or exchange of
      a
      Certificate, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer or exchange of such
      Certificate.

     

    (f)   [In
      furtherance of and in limitation of the foregoing, the Certificateholder, by
      acceptance of its Certificate, specifically acknowledges that it has no right
      to
      or interest in any monies at any time held pursuant to the Spread Account
      Agreement prior to the release of such monies pursuant to Section 5.6(d) of
      the
      Sale and Servicing Agreement, such monies being held in trust for the benefit
      of
      the Noteholders and the Note Insurer. Notwithstanding the foregoing, in the
      event that it is ever determined that provisions of the Sale and Servicing
      Agreement and the Spread Account Agreement shall be considered to constitute
      a
      security agreement and the Transferor and the Certificateholder hereby grant
      to
      the Collateral Agent for the benefit of the Noteholders and the Note Insurer
      a
      first priority perfected security interest in such amounts, to be applied as
      set
      forth in Section 3.03 of the Spread Account Agreement. In addition the
      Certificateholder, by acceptance of its Certificate, hereby appoints the
      Transferor as its agent to pledge a first priority perfected security interest
      in the Spread Account, and any amounts held therein from time to time to the
      Collateral Agent pursuant to the Spread Account Agreement and agrees to execute
      and deliver such instruments of conveyance, assignment, grant and confirmation,
      as well as financing statements, in each case as [the Note Insurer] shall
      consider reasonably necessary in order to perfect the Collateral Agent's
      Security Interest in the Collateral (as such terms are defined in the Spread
      Account Agreement).]

     

    SECTION
      3.5.   Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a)
      any mutilated Certificate shall be surrendered to the Certificate Registrar,
      or
      if the Certificate Registrar shall receive evidence to its satisfaction of
      the
      destruction, loss or theft of any Certificate and (b) there shall be delivered
      to the Certificate Registrar, the Owner Trustee [and (unless a Note Insurer
      Default shall have occurred and be continuing) the Note Insurer,] such security
      or indemnity as may be required by them to save each of them harmless, then
      in
      the absence of notice that such Certificate shall have been acquired by a bona
      fide purchaser, the Owner Trustee on behalf of the Trust shall execute and
      the
      Owner Trustee, or [___], as the Owner Trustee's authenticating agent, shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like class, tenor
      and denomination. In connection with the issuance of any new Certificate under
      this Section, the Owner Trustee or the Certificate Registrar may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in connection therewith. Any duplicate Certificate issued
      pursuant to this Section shall constitute conclusive evidence of an ownership
      interest in the Trust, as if originally issued, whether or not the lost, stolen
      or destroyed Certificate shall be found at any time.

     

    
      
         

      

      
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    SECTION
      3.6.   Persons
      Deemed Certificateholders.
      Every
      Person by virtue of becoming a Certificateholder in accordance with this
      Agreement shall be deemed to be bound by the terms of this Agreement. Prior
      to
      due presentation of a Certificate for registration of transfer, the Owner
      Trustee, the Certificate Registrar [and the Note Insurer] and any agent of
      the
      Owner Trustee, the Certificate Registrar [and the Note Insurer,] may treat
      the
      person in whose name any Certificate shall be registered in the Certificate
      Register as the owner of such Certificate for the purpose of receiving
      distributions pursuant to the Sale and Servicing Agreement and the Spread
      Account Agreement and for all other purposes whatsoever, and none of the Owner
      Trustee, the Certificate Registrar [or the Note Insurer] nor any agent of the
      Owner Trustee, the Certificate Registrar [or the Note Insurer] shall be bound
      by
      any notice to the contrary.

     

    SECTION
      3.7.   Transfer
      of Certificates.

     

    (a)   No
      transfer of a Certificate shall be made unless (I) such transfer (x) is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or (y) is exempt from the registration
      requirements under the Securities Act and such state securities laws and (II)
      such transfer is to a Person that satisfies the requirements of paragraph
      (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule
      ("Rule 3a-7") under the Investment Company Act.

     

    (b)   Each
      prospective purchaser of a Non-Registered Certificate not held in book-entry
      form shall deliver a completed and duly executed Transferee's Certificate (in
      the form of Exhibit
      C
      hereto
      for "qualified institutional buyers" as defined in Rule 144A of the Securities
      Act ("Rule 144A") or Exhibit
      D
      hereto
      for "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) of
      Regulation D promulgated under the Securities Act) to the Owner Trustee and
      to
      the Transferor for inspection prior to effecting any requested transfer. Each
      prospective seller of a Non-Registered Certificate (other than with respect
      to
      the initial transfer of any such Certificate by the Transferor shall deliver
      a
      completed and duly executed Transferor's Certificate (in the form of
Exhibit
      E
      hereto)
      to the Owner Trustee for inspection prior to effecting any requested transfer.
      The Transferor and the Owner Trustee may conclusively rely upon the information
      contained in any such Transferee's Certificate or Transferor's Certificate
      in
      the absence of actual knowledge to the contrary.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (c)   In
      connection with any transfer, the Owner Trustee may (except in the case of
      (x)
      the initial transfer of any such Certificate by the Transferor, (y) a transfer
      to a "qualified institutional buyer" who delivers a Transferee's Certificate
      in
      the form of Exhibit C hereto, or (z) a transfer to a "accredited investor"
      who
      delivers a Transferee's Certificate in the form of Exhibit D hereto) require
      an
      opinion of counsel satisfactory to the Owner Trustee and the Transferor to
      the
      effect that such transfer may be effected without registration under the
      Securities Act, which opinion of counsel, if so required, shall be addressed
      to
      the Transferor and the Owner Trustee and shall be secured at the expense of
      the
      holder of a Certificate. The Owner Trustee may conclusively rely upon the
      representation of any purchaser made to the Owner Trustee, and upon such opinion
      of counsel, and shall be fully protected in so doing.

     

    (d)   No
      transfer of a Certificate shall be made to any Person unless the Owner Trustee
      has received a certificate (substantially in the form of Exhibit
      F
      hereto)
      from such transferee to the effect that such transferee is not a Plan, and
      is
      not acting on behalf of or investing the assets of a Plan. The preparation
      and
      delivery of the certificate referred to above shall not be an expense of the
      Trust, the Owner Trustee or the Transferor but shall be borne by the transferee.
      Each transferee of a beneficial ownership interest in a book-entry Certificate
      shall be deemed to represent that it is not a Plan and is not acting on behalf
      of or investing the assets of a Plan.

     

    (e)   No
      transfer of a Certificate shall be made to any Person unless the Owner Trustee
      and Transferor have received a certificate (substantially in the form of Exhibit
      G hereto) from such transferee to the effect that (i) such transferee is
      acquiring such certificate for its own behalf and is not acting as agent or
      custodian for any other Person or entity in connection with such acquisition,
      (ii) if the transferee is a partnership, grantor trust or S corporation for
      federal income tax purposes (a "Flow Through Entity"), any certificate (and
      interest in the Trust in the aggregate) owned by such Flow Through Entity will
      represent less than 50% of the value of the assets owned by such Flow Through
      Entity and no special allocation of income, gain, loss, deduction or credit
      from
      such certificate will be made among the beneficial owners of such Flow Through
      Entity, and (iii) the transferee is a United States Person within the meaning
      of
      the Code.

     

    (f)   No
      transfer, pledge or encumbrance of the Certificate shall be made to any Person
      unless (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a
      business trust established under Chapter 38 of Title 12 of the Delaware Code,
      12
      Del. C. § 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is
      made to GCFP pursuant to the Credit and Security Agreement; provided,
      however,
      that in
      the event GCFP forecloses on its security interest in the Certificate, the
      Certificate may be registered in the name of a Person that is not a Bankruptcy
      Remote Entity for a period not to exceed two (2) Business Days. The Certificate
      shall at all times be registered in the name of a single holder.

     

    (g)   The
      Certificates shall bear legends stating that they have not been registered
      under
      the Securities Act and are subject to the restrictions on transfer described
      herein. By purchasing a Certificate, each purchaser shall be deemed to have
      agreed to these restrictions on transfer.

     

    (h)   In
      order
      to preserve the exemption for resales and transfers provided by Rule 144A,
      the
      Transferor shall provide to any Holder of a Non-Registered Certificate and
      any
      prospective purchaser designated by such Holder, upon request of such Holder
      or
      such prospective purchaser, such information required by Rule 144A as will
      enable the resale of such Non-Registered Certificate to be made pursuant to
      Rule
      144A. The Owner Trustee shall cooperate with the Transferor in providing the
      Transferor such information regarding the Non-Registered Certificates, the
      Trust
      Assets and other matters regarding the Trust as the Transferor shall reasonably
      request to meet its obligations under the preceding sentence.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (i)   Notwithstanding
      any provision of this Agreement to the contrary, any transfer of Certificates
      that causes the total number of beneficial owners of Certificates to exceed
      ninety-nine (99) shall be null and void and the Certificate Register shall
      be
      amended to reflect such voided transfer.

     

    SECTION
      3.8.   Disposition
      In Whole But Not In Part.
      A
      Certificate may be transferred in whole but not in part. Any attempted transfer
      of the Certificate that would divide the beneficial ownership in the Trust
      shall
      be void.

     

    ARTICLE
      IV.


     

    Voting
      Rights and Other Actions

     

    SECTION
      4.1.   Prior
      Notice to Certificateholder with Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least thirty (30) days before the taking of such action, the Owner Trustee
      shall have notified the Certificateholder [and the Note Insurer] in writing
      of
      the proposed action and the Certificateholder shall not have notified the Owner
      Trustee in writing prior to the 30th day after such notice is given that the
      Certificateholder has withheld consent or provided alternative direction:


     

    (a)   the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Business Trust Statute or
      unless such amendment would not materially and adversely affect the interests
      of
      the Certificateholder); 

     

    (b)   the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is required; 

     

    (c)   the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is not required and such amendment materially
      adversely affects the interest of the Certificateholder; or 

     

    (d)   except
      pursuant to Section 13.1 of the Sale and Servicing Agreement, the amendment,
      change or modification of the Sale and Servicing Agreement, except to cure
      any
      ambiguity or defect or to amend or supplement any provision in a manner that
      would not materially adversely affect the interests of the
      Certificateholder.

     

    The
      Owner
      Trustee shall notify the Certificateholder in writing of any appointment of
      a
      successor Note Registrar or Trust Collateral Agent within five Business Days
      after receipt of notice thereof.

     

    
      
         

      

      
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    SECTION
      4.2.   Action
      by Certificateholder with Respect to Certain Matters.
      The
      Owner Trustee shall not have the power, except upon the direction of the
      Controlling Party or, after the Notes and Reimbursement Obligations have been
      paid and full and the expiration of the Note Policy in accordance with its
      terms, the Certificateholder in accordance with the Basic Documents, to (a)
      remove the Servicer under the Sale and Servicing Agreement pursuant to Section
      9.1 thereof or (b) except as expressly provided in the Basic Documents, sell
      the
      Receivables after the termination of the Indenture. The Owner Trustee shall
      take
      the actions referred to in the preceding sentence only upon written instructions
      signed by the Controlling Party or the Certificateholder, as applicable and
      the
      furnishing of indemnification satisfactory to the Owner Trustee by the
      Certificateholder. To the fullest extent permitted by applicable law, the Owner
      Trustee shall not have the power to, and shall not, commence any proceeding
      or
      other actions contemplated by Section 2.10 (b).

     

    SECTION
      4.3.   Restrictions
      on Certificateholder's Power.

     

    (a)   The
      Certificateholder shall not direct the Owner Trustee to take or refrain from
      taking any action if such action or inaction would be contrary to any obligation
      of the Trust or the Owner Trustee under this Agreement or any of the Basic
      Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be
      obligated to follow any such direction, if given.

     

    (b)   The
      Certificateholder shall not have any right by virtue or by availing itself
      of
      any provisions of this Agreement to institute any suit, action, or proceeding
      in
      equity or at law upon or under or with respect to this Agreement or any Basic
      Document, unless the Certificateholder is the Instructing Party pursuant to
      Section 5.3 and unless the Certificateholder previously shall have given to
      the
      Owner Trustee a written notice of default and of the continuance thereof, as
      provided in this Agreement, and also unless Certificateholder shall have made
      written request upon the Owner Trustee to institute such action, suit or
      proceeding in its own name as Owner Trustee under this Agreement and shall
      have
      offered to the Owner Trustee such reasonable indemnity as it may require against
      the costs, expenses and liabilities to be incurred therein or thereby, and
      the
      Owner Trustee, for thirty (30) days after its receipt of such notice, request,
      and offer of indemnity, shall have neglected or refused to institute any such
      action, suit, or proceeding, and during such 30-day period no request or waiver
      inconsistent with such written request has been given to the Owner Trustee
      pursuant to and in compliance with this Section or Section 5.3. For the
      protection and enforcement of the provisions of this Section, the
      Certificateholder and the Owner Trustee shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    SECTION
      4.4.   [Rights
      of Note Insurer.
      Notwithstanding anything to the contrary in the Basic Documents, without
      the
      prior written consent of the Note Insurer (so long as no Note Insurer Default
      shall have occurred and be continuing), the Owner Trustee shall not (i) remove
      the Servicer, (ii) initiate any claim, suit or proceeding by the Trust or
      compromise any claim, suit or proceeding brought by or against the Trust, other
      than with respect to the enforcement of any Receivable or any rights of the
      Trust thereunder, (iii) authorize the merger or consolidation of the Trust
      with
      or into any other business trust or other entity (other than in accordance
      with
      Section 3.10 of the Indenture) or (iv) amend the Certificate of Trust (except
      as
      may be required by the Business Trust Statute).]

     

    
      
         

      

      
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    ARTICLE
      V.


     

    Authority
      and Duties of Owner Trustee

     

    SECTION
      5.1.   General
      Authority.

     

    (a)   The
      Owner
      Trustee is authorized and directed to execute and deliver the Basic Documents
      to
      which the Trust is named as a party and each certificate or other document
      attached as an exhibit to or contemplated by the Basic Documents to which the
      Trust is named as a party and any amendment thereto, in each case, in such
      form
      as the Transferor shall approve as evidenced conclusively by the Owner Trustee's
      execution thereof, and on behalf of the Trust, to direct the Indenture Trustee
      to authenticate and deliver the Class A Notes in the aggregate principal amount
      of $__________. In addition to the foregoing, the Owner Trustee is authorized,
      but shall not be obligated, to take all actions required of the Trust pursuant
      to the Basic Documents. The Owner Trustee is further authorized from time to
      time to take such action as the Instructing Party recommends with respect to
      the
      Basic Documents so long as such activities are consistent with the terms of
      the
      Basic Documents.

     

    (b)   The
      Owner
      Trustee shall sign on behalf of the Trust any applicable tax returns of the
      Trust, unless applicable law requires a Certificateholder to sign such
      documents.

     

    SECTION
      5.2.   General
      Duties.
      It
      shall be the duty of the Owner Trustee:

     

    (i)  to
      discharge (or cause to be discharged) all of its responsibilities pursuant
      to
      the terms of this Agreement and to administer the Trust in the interest of
      the
      Certificateholder, subject to the Basic Documents and in accordance with the
      provisions of this Agreement; and

     

    (ii)  to
      execute on behalf of the Trust any license, approval, authorization or
      registration required by any governmental authority, bureau or agency, as
      notified by the Servicer and presented to the Owner Trustee in final execution
      form, with respect to which the failure to maintain any such license, approval,
      authorization or registration would have an adverse effect on the validity
      and
      enforceability of the Indenture, the Notes or the Owner Trust Estate.


     

    Notwithstanding
      the foregoing, the Owner Trustee shall be deemed to have discharged its duties
      and responsibilities hereunder and under the Basic Documents to the extent
      the
      Servicer has agreed in the Sale and Servicing Agreement to perform any act
      or to
      discharge any duty of the Trust or the Owner Trustee hereunder or under any
      Basic Document, and the Owner Trustee shall not be liable for the default or
      failure of the Servicer to carry out its obligations under the Sale and
      Servicing Agreement.

     

    SECTION
      5.3.   Action
      upon Instruction.

     

    (a)   [Subject
      to Article IV and the terms of the Spread Account Agreement], [the Note Insurer
      (so long as a Note Insurer Default shall not have occurred and be continuing)
      or] the Certificateholder [(if a Note Insurer Default shall have occurred and
      be
      continuing)] (the "Instructing Party") shall have the exclusive right to direct
      the actions of the Owner Trustee in the management of the Trust, so long as
      such
      instructions are not inconsistent with the express terms set forth herein or
      in
      any Basic Document. The Instructing Party shall not instruct the Owner Trustee
      in a manner inconsistent with this Agreement or the Basic
      Documents.

     

    
      
         

      

      
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    (b)   The
      Owner
      Trustee shall not be required to take any action hereunder or under any Basic
      Document if the Owner Trustee shall have reasonably determined, or shall have
      been advised by counsel, that such action is likely to result in liability
      on
      the part of the Owner Trustee or is contrary to the terms hereof or of any
      Basic
      Document or is otherwise contrary to law.

     

    (c)   Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or any Basic Document,
      the
      Owner Trustee shall promptly give notice (in such form as shall be appropriate
      under the circumstances) to the Instructing Party requesting instruction as
      to
      the course of action to be adopted, and to the extent the Owner Trustee acts
      in
      good faith in accordance with any written instruction of the Instructing Party
      received, the Owner Trustee shall not be liable on account of such action to
      any
      Person. If the Owner Trustee shall not have received appropriate instruction
      within ten days of such notice (or within such shorter period of time as
      reasonably may be specified in such notice or may be necessary under the
      circumstances) it may, but shall be under no duty to, take or refrain from
      taking such action, not inconsistent with this Agreement or the Basic Documents,
      as it shall deem to be in the best interests of the Certificateholder, and
      shall
      have no liability to any Person for such action or inaction.

     

    (d)   In
      the
      event that the Owner Trustee is unsure as to the application of any provision
      of
      this Agreement or any Basic Document or any such provision is ambiguous as
      to
      its application, or is, or appears to be, in conflict with any other applicable
      provision, or in the event that this Agreement permits any determination by
      the
      Owner Trustee or is silent or is incomplete as to the course of action that
      the
      Owner Trustee is required to take with respect to a particular set of facts,
      the
      Owner Trustee may give notice (in such form as shall be appropriate under the
      circumstances) to the Instructing Party requesting instruction and, to the
      extent that the Owner Trustee acts or refrains from acting in good faith in
      accordance with any such instruction received, the Owner Trustee shall not
      be
      liable, on account of such action or inaction, to any Person. If the Owner
      Trustee shall not have received appropriate instruction within 10 days of such
      notice (or within such shorter period of time as reasonably may be specified
      in
      such notice or may be necessary under the circumstances) it may, but shall
      be
      under no duty to, take or refrain from taking such action, not inconsistent
      with
      this Agreement or the Basic Documents, as it shall deem to be in the best
      interests of the Certificateholder, and shall have no liability to any Person
      for such action or inaction.

     

    SECTION
      5.4.   No
      Duties Except as Specified in this Agreement or in Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Owner Trust Estate, or to otherwise take or refrain from taking any action
      under, or in connection with, any document contemplated hereby to which the
      Owner Trustee is a party, except as expressly provided by the terms of this
      Agreement or in any document or written instruction received by the Owner
      Trustee pursuant to Section 5.3; and no implied duties or obligations shall
      be
      read into this Agreement or any Basic Document against the Owner Trustee. The
      Owner Trustee shall have no responsibility for filing any financing or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder or to prepare or file any Commission filing for the Trust or to record
      this Agreement or any Basic Document. The Owner Trustee nevertheless agrees
      that
      it will, at its own cost and expense, promptly take all action as may be
      necessary to discharge any Liens on any part of the Owner Trust Estate that
      result from actions by, or claims against, the Owner Trustee and that are not
      related to the ownership or the administration of the Owner Trust
      Estate.

     

    
      
         

      

      
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    SECTION
      5.5.   No
      Action Except under Specified Documents or Instructions.
      The
      Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
      deal
      with any part of the Owner Trust Estate except (i) in accordance with the powers
      granted to and the authority conferred upon the Owner Trustee pursuant to this
      Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance
      with any document or instruction delivered to the Owner Trustee pursuant to
      Section 5.3.

     

    SECTION
      5.6.   Restrictions.
      The
      Owner Trustee shall not take any action (a) that is inconsistent with the
      purposes of the Trust set forth in Section 2.3 or (b) that, to the actual
      knowledge of the Owner Trustee, would result in the Trust's becoming taxable
      as
      a corporation for Federal income tax purposes. The Instructing Party shall
      not
      direct the Owner Trustee to take action that would violate the provisions of
      this Section.

     

    ARTICLE
      VI.


     

    Concerning
      the Owner Trustee

     

    SECTION
      6.1.   Acceptance
      of Trusts and Duties

     

    .
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to such trusts but only upon the terms of this Agreement.
      The Owner Trustee also agrees to disburse all moneys actually received by it
      constituting part of the Owner Trust Estate upon the terms of the Basic
      Documents and this Agreement. The Owner Trustee shall not be answerable or
      accountable hereunder or under any Basic Document under any circumstances,
      except (i) for its own willful misconduct, bad faith or negligence, (ii) in
      the
      case of the inaccuracy of any representation or warranty contained in Section
      6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from
      the
      failure of the Owner Trustee to perform obligations expressly undertaken by
      it
      in the last sentence of Section 5.4 hereof, (iv) for any investments issued
      by
      the Owner Trustee or any branch or Affiliate thereof in its commercial capacity
      or (v) for taxes, fees or other charges on, based on or measured by, any fees,
      commissions or compensation received by the Owner Trustee. In particular, but
      not by way of limitation (and subject to the exceptions set forth in the
      preceding sentence): 

     

    (a)   the
      Owner
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer of the Owner Trustee; 

     

    (b)   the
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in accordance with the instructions of the Instructing Party, the
      Servicer or the Certificateholder; 

     

    
      
         

      

      
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    (c)   no
      provision of this Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights or powers hereunder or under any Basic
      Document if the Owner Trustee shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured or provided to it; 

     

    (d)   under
      no
      circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or
      arising under any of the Basic Documents, including the principal of and
      interest on the Notes; 

     

    (e)   the
      Owner
      Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Agreement or for the due execution hereof by the Transferor
      or for the form, character, genuineness, sufficiency, value or validity of
      any
      of the Owner Trust Estate or for or in respect of the validity or sufficiency
      of
      the Basic Documents, other than the certificate of authentication on a
      Certificate, and the Owner Trustee shall in no event assume or incur any
      liability, duty or obligation to the [Note Insurer,] Indenture Trustee, Trust
      Collateral Agent, the Collateral Agent, any Noteholder or to any
      Certificateholder, other than as expressly provided for herein and in the Basic
      Documents; 

     

    (f)   the
      Owner
      Trustee shall not be liable for the default or misconduct of [the Note Insurer,]
      the Indenture Trustee, the Trust Collateral Agent or the Servicer under any
      of
      the Basic Documents or otherwise and the Owner Trustee shall have no obligation
      or liability to perform the obligations under this Agreement or the Basic
      Documents that are required to be performed by the Indenture Trustee under
      the
      Indenture or the Trust Collateral Agent or the Servicer under the Sale and
      Servicing Agreement; and 

     

    (g)   the
      Owner
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation under this Agreement or otherwise or in relation to this Agreement
      or
      any Basic Document, at the request, order or direction of the Instructing Party
      or the Certificateholder, unless such Instructing Party or Certificateholder
      has
      offered to the Owner Trustee security or indemnity reasonably satisfactory
      to it
      against the costs, expenses and liabilities that may be incurred by the Owner
      Trustee therein or thereby. The right of the Owner Trustee to perform any
      discretionary act enumerated in this Agreement or in any Basic Document shall
      not be construed as a duty, and the Owner Trustee shall not be answerable for
      other than its negligence, bad faith or willful misconduct in the performance
      of
      any such act.

     

    SECTION
      6.2.   Furnishing
      of Documents.
      The
      Owner Trustee shall furnish to the Certificateholder promptly upon receipt
      of a
      written request therefor, duplicates or copies of all reports, notices,
      requests, demands, certificates, financial statements and any other instruments
      furnished to the Owner Trustee under the Basic Documents.

     

    SECTION
      6.3.   Representations
      and Warranties.
      The
      Owner Trustee and [___] hereby represent and warrant to the Transferor, the
      Certificateholder [and the Note Insurer (which shall have relied on such
      representations and warranties in issuing the Note Policy)], that:

     

    
      
         

      

      
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    (a)   It
      is a
      Delaware banking corporation, duly organized and validly existing in good
      standing under the laws of the State of Delaware and it holds all grants,
      authorizations, consents, orders and approvals from all governmental authorities
      necessary under the laws of the State of Delaware to carry on its true business
      as now conducted. It has all requisite corporate power and authority to execute,
      deliver and perform its obligations under this Agreement.

     

    (b)   It
      has
      taken all corporate action necessary to authorize the execution and delivery
      by
      it of this Agreement, and this Agreement will be executed and delivered by
      one
      of its officers who is duly authorized to execute and deliver this Agreement
      on
      its behalf.

     

    (c)   Neither
      the execution nor the delivery by it of this Agreement, nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any Delaware state or federal law,
      governmental rule or regulation governing the banking or trust powers of the
      Owner Trustee or any judgment or order binding on it, or constitute any default
      under its charter documents or by-laws or any indenture, mortgage, contract,
      agreement or instrument to which it is a party or by which any of its properties
      may be bound, or result in the creation or imposition of any lien, charge or
      encumbrance on the Trust Assets resulting from actions by or claims against
      the
      Owner Trustee in its individual capacity except as expressly contemplated by
      this Agreement or Indenture.

     

    (d)   No
      consent, approval, authorization or order of, or filing with, any court or
      regulatory, supervisory or government agency or body is required by the Owner
      Trustee under Delaware law in connection with the execution, delivery and
      performance by the Owner Trustee of this Agreement or the consummation by the
      Owner Trustee of the transactions contemplated hereby (except for the filing
      of
      the Certificate of Trust with the Secretary of State).

     

    (e)   The
      Owner
      Trustee has no present intent to cause a voluntary bankruptcy of the
      Trust.

     

    SECTION
      6.4.   Reliance;
      Advice of Counsel.

     

    (a)   The
      Owner
      Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Owner Trustee
      may accept a certified copy of a resolution of the board of directors or other
      governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect. As to any fact or matter the method of the determination of which
      is
      not specifically prescribed herein, the Owner Trustee may for all purposes
      hereof rely on a certificate, signed by the president or any vice president
      or
      by the treasurer, secretary or other authorized officers of the relevant party,
      as to such fact or matter, and such certificate shall constitute full protection
      to the Owner Trustee for any action taken or omitted to be taken by it in good
      faith in reliance thereon.

     

    
      
         

      

      
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    (b)   In
      the
      exercise or administration of the trusts hereunder and in the performance of
      its
      duties and obligations under this Agreement or the Basic Documents, the Owner
      Trustee (i) may act directly or through its agents or attorneys pursuant to
      agreements entered into with any of them, and the Owner Trustee shall not be
      liable for the conduct or misconduct of such agents or attorneys if such agents
      or attorneys shall have been selected by the Owner Trustee with reasonable
      care,
      and (ii) may consult with counsel, accountants and other skilled persons to
      be
      selected with reasonable care and employed by it. The Owner Trustee shall not
      be
      liable for anything done, suffered or omitted in good faith by it in accordance
      with the written opinion or advice of any such counsel, accountants or other
      such persons and according to such opinion not contrary to this Agreement or
      any
      Basic Document.

     

    SECTION
      6.5.   Not
      Acting in Individual Capacity.
      Except
      as provided in Article II and this Article VI, in accepting the trusts hereby
      created [___] acts solely as Owner Trustee hereunder and not in its individual
      capacity and all Persons having any claim against the Owner Trustee by reason
      of
      the transactions contemplated by this Agreement or any Basic Document shall
      look
      only to the Owner Trust Estate for payment or satisfaction thereof.

     

    SECTION
      6.6.   Owner
      Trustee Not Liable for Certificates or Receivables.
      The
      recitals contained herein and in the Certificates (other than the signature
      and
      countersignature of the Owner Trustee on the Certificates) shall be taken as
      the
      statements of the Transferor and the Owner Trustee assumes no responsibility
      for
      the correctness thereof. The Owner Trustee makes no representations as to the
      validity or sufficiency of this Agreement, of any Basic Document or of the
      Certificates (other than the signature and countersignature of the Owner Trustee
      on the Certificates) or the Notes, or of any Receivable or related documents.
      The Owner Trustee shall at no time have any responsibility or liability for
      or
      with respect to the legality, validity and enforceability of any Receivable,
      or
      the perfection and priority of any security interest created by any Receivable
      in any Financed Vehicle or the maintenance of any such perfection and priority,
      or for or with respect to the sufficiency of the Owner Trust Estate or its
      ability to generate the payments to be distributed to Certificateholder under
      this Agreement or the Noteholders under the Indenture, including, without
      limitation: the existence, condition and ownership of any Financed Vehicle;
      the
      existence and enforceability of any insurance thereon; the existence and
      contents of any Receivable on any computer or other record thereof; the validity
      of the assignment of any Receivable to the Trust or of any intervening
      assignment; the completeness of any Receivable; the performance or enforcement
      of any Receivable; the compliance by the Transferor, the Servicer or any other
      Person with any warranty or representation made under any Basic Document or
      in
      any related document or the accuracy of any such warranty or representation
      or
      any action of the Indenture Trustee or the Servicer or any subservicer taken
      in
      the name of the Owner Trustee.

     

    SECTION
      6.7.   Owner
      Trustee May Own Notes.
      The
      Owner Trustee in its individual capacity may become the owner or pledgee of
      the
      Notes and may deal with the Certificateholder, the Transferor, the Indenture
      Trustee and the Servicer in banking transactions with the same rights as it
      would have if it were not Owner Trustee.

     

    SECTION
      6.8.   Payments
      from Owner Trust Estate.
      All
      payments to be made by the Owner Trustee under this Agreement or any of the
      Basic Documents to which the Trust or the Owner Trustee is a party shall be
      made
      only from the income and proceeds of the Owner Trust Estate and only to the
      extent that the Owner Trust shall have received income or proceeds from the
      Owner Trust Estate to make such payments in accordance with the terms hereof.
      [Name of Owner Trustee], or any successor thereto, in its individual capacity,
      shall not be liable for any amounts payable under this Agreement or any of
      the
      Basic Documents to which the Trust or the Owner Trustee is a party.

     

    
      
         

      

      
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    SECTION
      6.9.   Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained to the contrary, neither [Name of Owner
      Trustee] or any successor thereto, nor the Owner Trustee shall be required
      to
      take any action in any jurisdiction other than in the State of Delaware if
      the
      taking of such action will, even after the appointment of a co-trustee or
      separate trustee in accordance with Section 9.5 hereof, (i) require the consent
      or approval or authorization or order of or the giving of notice to, or the
      registration with or the taking of any other action in respect of, any state
      or
      other governmental authority or agency of any jurisdiction other than the State
      of Delaware; (ii) result in any fee, tax or other governmental charge under
      the
      laws of the State of Delaware becoming payable by [Name of Owner Trustee] (or
      any successor thereto); or (iii) subject [Name of Owner Trustee] (or any
      successor thereto) to personal jurisdiction in any jurisdiction other than
      the
      State of Delaware for causes of action arising from acts unrelated to the
      consummation of the transactions by [Name of Owner Trustee] (or any successor
      thereto) or the Owner Trustee, as the case may be, contemplated
      hereby.

     

    ARTICLE
      VII.

     

    Compensation
      of Owner Trustee

     

    SECTION
      7.1.   Owner
      Trustee's Fees and Expenses.
      The
      Owner Trustee shall receive as compensation for its services hereunder such
      fees
      as have been separately agreed upon before the date hereof between LBAC and
      the
      Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by
      LBAC
      for its other reasonable expenses hereunder, including the reasonable
      compensation, expenses and disbursements of such agents, representatives,
      experts and counsel as the Owner Trustee may employ in connection with the
      exercise and performance of its rights and its duties hereunder and under the
      Basic Documents.

     

    SECTION
      7.2.   Indemnification.
      Each of
      the Owner Trustee and [Name of Owner Trustee] and its officers, directors,
      successors, assigns, agents and servants shall be indemnified by the Servicer
      in
      and to the extent set forth in Section 8.2(a)(v) of the Sale and Servicing
      Agreement.

     

    SECTION
      7.3.   Payments
      to the Owner Trustee.
      Any
      amounts paid to the Owner Trustee pursuant to this Article VII shall be deemed
      not to be a part of the Owner Trust Estate immediately after such
      payment.

     

    SECTION
      7.4.   Non-recourse
      Obligations.
      Notwithstanding anything in this Agreement or any Basic Document, the Owner
      Trustee agrees in its individual capacity and in its capacity as Owner Trustee
      for the Trust that all obligations of the Trust to the Owner Trustee
      individually or as Owner Trustee for the Trust shall be recourse to the Owner
      Trust Estate only and specifically shall not be recourse to the assets of the
      Certificateholder.

     

    
      
         

      

      
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    ARTICLE
      VIII.


     

    Termination
      of Trust Agreement

     

    SECTION
      8.1.   Termination
      of Trust Agreement.

     

    (a)   This
      Agreement shall terminate and the Trust shall wind up and dissolve and be of
      no
      further force or effect upon the latest of (i) the maturity or other liquidation
      of the last Receivable and the subsequent distribution of amounts in respect
      of
      such Receivables as provided in the Basic Documents, (ii) the payment to the
      Certificateholder of all amounts required to be paid to it pursuant to this
      Agreement [and the payment to the Note Insurer of all amounts payable or
      reimbursable to it pursuant to the Sale and Servicing Agreement, (iii) the
      expiration of the Note Policy in accordance with its terms; or (iv) payment
      to
      the Note Insurer in full of all Reimbursement Obligations]; provided,
      however,
      that
      the rights to indemnification under Section 7.2 and the rights under Section
      7.1
      shall survive the termination of the Trust. The Servicer shall promptly notify
      the Owner Trustee [and the Note Insurer] of any prospective termination pursuant
      to this Section. The bankruptcy, liquidation, dissolution, death or incapacity
      of the Certificateholder, shall not (x) operate to terminate this Agreement
      or
      the Trust, nor (y) entitle the Certificateholder's legal representatives or
      heirs to claim an accounting or to take any action or proceeding in any court
      for a partition or winding up of all or any part of the Trust or Owner Trust
      Estate nor (z) otherwise affect the rights, obligations and liabilities of
      the
      parties hereto.

     

    (b)   Neither
      the Transferor nor the Certificateholder shall be entitled to revoke or
      terminate the Trust.

     

    (c)   Notice
      of
      any termination of the Trust, specifying the Payment Date upon which the
      Certificateholder shall surrender the Certificate to the Trust Collateral Agent
      for payment of the final distribution and cancellation, shall be given by the
      Owner Trustee by letter to the Certificateholder mailed within five Business
      Days of receipt of notice of such termination from the Servicer given pursuant
      to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Payment
      Date upon or with respect to which final payment of the Certificates shall
      be
      made upon presentation and surrender of the Certificates at the office of the
      Trust Collateral Agent therein designated, (ii) the amount of any such final
      payment, (iii) that the Record Date otherwise applicable to such Payment Date
      is
      not applicable, payments being made only upon presentation and surrender of
      the
      Certificates at the office of the Trust Collateral Agent therein specified
      and
      (iv) interest will cease to accrue on the Certificates. The Owner Trustee shall
      give such notice to the Trust Collateral Agent at the time such notice is given
      to the Certificateholder. Upon presentation and surrender of the Certificates,
      the Trust Collateral Agent shall cause to be distributed to the
      Certificateholder amounts distributable on such Payment Date pursuant to Section
      5.6 of the Sale and Servicing Agreement.

     

    In
      the
      event that the Certificateholder shall not surrender the Certificates for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Trust Collateral Agent shall give a second written notice
      to
      the Certificateholder to surrender the Certificates for cancellation and receive
      the final distribution with respect thereto. If within one year after the second
      notice all the Certificates shall not have been surrendered for cancellation,
      the Trust Collateral Agent may take appropriate steps, or may appoint an agent
      to take appropriate steps, to contact the Certificateholder concerning surrender
      of the Certificates, and the cost thereof shall be paid out of the funds and
      other assets that shall remain subject to this Agreement. Any funds remaining
      in
      the Trust after exhaustion of such remedies shall be distributed, subject to
      applicable escheat laws, by the Trust Collateral Agent to the
      Certificateholder.

     

    
      
         

      

      
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    (d)   Upon
      the
      winding up of the Trust and its dissolution, the Owner Trustee shall cause
      the
      Certificate of Trust to be canceled by filing a certificate of cancellation
      with
      the Secretary of State in accordance with the provisions of Section 3810 of
      the
      Business Trust Statute.

     

    ARTICLE
      IX.


     

    Successor
      Owner Trustees and Additional Owner Trustees

     

    SECTION
      9.1.   Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation or national banking
      association (i) satisfying the provisions of Section 3807(a) of the Business
      Trust Statute; (ii) authorized to exercise corporate trust powers; [and] (iii)
      having a combined capital and surplus of at least $50,000,000 and subject to
      supervision or examination by Federal or State authorities[; and (iv) acceptable
      to the Note Insurer in its sole discretion, so long as a Note Insurer Default
      shall not have occurred and be continuing.] If such entity shall publish reports
      of condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purpose of this
      Section, the combined capital and surplus of such entity shall be deemed to
      be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. In case at any time the Owner Trustee shall cease to
      be
      eligible in accordance with the provisions of this Section, the Owner Trustee
      shall resign immediately in the manner and with the effect specified in Section
      9.2.

     

    SECTION
      9.2.   Resignation
      or Removal of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving sixty days' written notice thereof to the Transferor, the
      Certificateholder[, the Note Insurer] and the Servicer. Upon receiving such
      notice of resignation, the Certificateholder shall[, with the prior written
      consent of the Note Insurer,] promptly appoint a successor Owner Trustee by
      written instrument, in duplicate, one copy of which instrument shall be
      delivered to the resigning Owner Trustee and one copy to the successor Owner
      Trustee[, provided that the Certificateholder shall have received written
      confirmation from each of the Rating Agencies that the proposed appointment
      will
      not result in an increased capital charge to the Note Insurer by either of
      the
      Rating Agencies.] If no successor Owner Trustee shall have been so appointed
      and
      have accepted appointment within thirty (30) days after the giving of such
      notice of resignation, the resigning Owner Trustee [or the Note Insurer] may
      petition any court of competent jurisdiction for the appointment of a successor
      Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.1 and shall fail to resign after written request
      therefor by the Certificateholder, or if at any time the Owner Trustee shall
      be
      legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
      of the Owner Trustee or of its property shall be appointed, or any public
      officer shall take charge or control of the Owner Trustee or of its property
      or
      affairs for the purpose of rehabilitation, conservation or liquidation, then
      the
      Certificateholder [with the consent of the Note Insurer (so long as a Note
      Insurer Default shall not have occurred and be continuing)] may remove the
      Owner
      Trustee. If the Certificateholder shall remove the Owner Trustee under the
      authority of the immediately preceding sentence, the Certificateholder shall[,
      with the prior written consent of the Note Insurer,] promptly appoint a
      successor Owner Trustee by written instrument, in duplicate, one copy of which
      instrument shall be delivered to the outgoing Owner Trustee so removed[, one
      copy to the Note Insurer] and one copy to the successor Owner Trustee and
      payment of all fees owed to the outgoing Owner Trustee.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.3 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Certificateholder shall provide notice of such
      resignation or removal of the Owner Trustee to each of the Rating
      Agencies.

     

    SECTION
      9.3.   Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 9.2 shall execute,
      acknowledge and deliver to the Transferor, the Certificateholder, the Servicer[,
      the Note Insurer] and to its predecessor Owner Trustee an instrument accepting
      such appointment under this Agreement, and thereupon the resignation or removal
      of the predecessor Owner Trustee shall become effective and such successor
      Owner
      Trustee, without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties and obligations of its predecessor under
      this Agreement, with like effect as if originally named as Owner Trustee. The
      predecessor Owner Trustee shall upon payment of its fees and expenses deliver
      to
      the successor Owner Trustee all documents and statements and monies held by
      it
      under this Agreement; and the Transferor, the Certificateholder and the
      predecessor Owner Trustee shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for fully and certainly vesting
      and
      confirming in the successor Owner Trustee all such rights, powers, duties and
      obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 9.1.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      (i) the Servicer shall mail notice of the successor of such Owner Trustee to
      the
      Certificateholder, the Indenture Trustee, the Noteholders and the Rating
      Agencies and (ii) the successor Owner Trustee shall file an amendment to the
      Certificate of Trust with the secretary of State identifying its name and
      principal place of business in the State of Delaware. If the Servicer shall
      fail
      to mail such notice within ten (10) days after acceptance of appointment by
      the
      successor Owner Trustee, the successor Owner Trustee shall cause such notice
      to
      be mailed at the expense of the Servicer.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    SECTION
      9.4.   Merger
      or Consolidation of Owner Trustee.
      Any
      corporation into which the Owner Trustee may be merged or converted or with
      which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which the Owner Trustee shall be a party, or
      any
      corporation succeeding to all or substantially all of the corporate trust
      business of the Owner Trustee, shall be the successor of the Owner Trustee
      hereunder, provided such corporation shall be eligible pursuant to Section
      9.1,
      without the execution or filing of any instrument or any further act on the
      part
      of any of the parties hereto, anything herein to the contrary notwithstanding;
      provided further that the Owner Trustee (i) shall mail notice of such merger
      or
      consolidation to the Rating Agencies and (ii) shall file an amendment to the
      Certificate of Trust as required under Section 9.3, above.

     

    SECTION
      9.5.   Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Owner Trust Estate or any Financed Vehicle may at the time be located,
      the Servicer and the Owner Trustee acting jointly shall have the power and
      shall
      execute and deliver all instruments to appoint one or more Persons approved
      by
      the Owner Trustee [and the Note Insurer] to act as co-trustee, jointly with
      the
      Owner Trustee, or separate trustee or separate trustees, of all or any part
      of
      the Owner Trust Estate, and to vest in such Person, in such capacity, such
      title
      to the Trust, or any part thereof, and, subject to the other provisions of
      this
      Section, such powers, duties, obligations, rights and trusts as the Servicer
      and
      the Owner Trustee may consider necessary or desirable. If the Servicer shall
      not
      have joined in such appointment within 15 days after the receipt by it of a
      request so to do, the Owner Trustee [subject, unless a Note Insurer Default
      shall have occurred and be continuing, to the approval of the Note Insurer
      (which approval shall not be unreasonably withheld)] shall have the power to
      make such appointment. No co-trustee or separate trustee under this Agreement
      shall be required to meet the terms of eligibility as a successor trustee
      pursuant to Section 9.1 and no notice of the appointment of any co-trustee
      or
      separate trustee shall be required pursuant to Section 9.3.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and conditions:


     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Owner Trustee joining in such act), except to the extent that under any law
      of
      any jurisdiction in which any particular act or acts are to be performed, the
      Owner Trustee shall be incompetent or unqualified to perform such act or acts,
      in which event such rights, powers, duties and obligations (including the
      holding of title to the Trust or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Owner Trustee; 

     

    (ii)  no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and 

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    (iii)  the
      Servicer and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Owner Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Agreement, specifically including every provision of this Agreement relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Owner Trustee. Each such instrument shall be filed with the Owner Trustee and
      a
      copy thereof given to the Servicer [and the Note Insurer.]

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee, its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor trustee.

     

    ARTICLE
      X.


     

    Miscellaneous

     

    SECTION
      10.1.   Supplements
      and Amendments.

     

    (a)   This
      Agreement may be amended by the Transferor and the Owner Trustee, [with the
      prior written consent of the Note Insurer (so long as a Note Insurer Default
      shall not have occurred and be continuing) and] with prior written notice to
      the
      Rating Agencies, without the consent of any of the Noteholders or the
      Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct,
      supplement or modify any provisions in this Agreement; provided,
      however,
      that
      such action shall not, as evidenced by an Opinion of Counsel which may be based
      upon a certificate of the Servicer, delivered to the Owner Trustee, the Rating
      Agencies [and the Note Insurer,] adversely affect in any material respect the
      interests of any Noteholder or Certificateholder.

     

    (b)   This
      Agreement may also be amended from time to time[, with the prior written consent
      of the Note Insurer (so long as a Note Insurer Default shall not have occurred
      and be continuing)] by the Transferor and the Owner Trustee, with prior written
      notice to the Rating Agencies, to the extent such amendment materially and
      adversely affects the interests of the Noteholders, with the consent of the
      Noteholders evidencing not less than 50% of the outstanding Note Balance and,
      the consent of the Certificateholder (which consent of any Certificateholder
      given pursuant to this Section or pursuant to any other provision of this
      Agreement shall be conclusive and binding on such Certificateholder and any
      future Certificateholder) for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Noteholders or the
      Certificateholder; provided,
      however,
      that[,
      subject to the express rights of the Note Insurer under the Basic Documents,]
      no
      such amendment shall (a) increase or reduce in any manner the amount of, or
      accelerate or delay the timing of, collections of payments on Receivables or
      distributions that shall be required to be made for the benefit of the
      Noteholders or the Certificateholder or (b) reduce the aforesaid percentage
      of
      the Note Balance or the Certificateholders required to consent to any such
      amendment, without the consent of the Noteholders of all the outstanding Notes
      and the Certificateholder.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    Promptly
      after the execution of any such amendment or consent, the Owner Trustee shall
      furnish written notification of the substance of such amendment or consent
      to
      the Certificateholder, the Indenture Trustee and each of the Rating
      Agencies.

     

    It
      shall
      not be necessary for the consent of Certificateholder, the Noteholders or the
      Indenture Trustee pursuant to this Section to approve the particular form of
      any
      proposed amendment or consent, but it shall be sufficient if such consent shall
      approve the substance thereof. The manner of obtaining such consents (and any
      other consents of the Certificateholder provided for in this Agreement or in
      any
      other Basic Document) and of evidencing the authorization of the execution
      thereof by Certificateholder shall be subject to such reasonable requirements
      as
      the Owner Trustee may prescribe. Promptly after the execution of any amendment
      to the Certificate of Trust, the Owner Trustee shall cause the filing of such
      amendment with the Secretary of State.

     

    Prior
      to
      the execution of any amendment to this Agreement or the Certificate of Trust,
      the Owner Trustee [and the Note Insurer] shall be entitled to receive and rely
      upon an Opinion of Counsel stating that the execution of such amendment is
      authorized or permitted by this Agreement and that all conditions precedent
      to
      the execution and delivery of such amendment have been satisfied. The Owner
      Trustee may, but shall not be obligated to, enter into any such amendment which
      affects the Owner Trustee's own rights, duties or immunities under this
      Agreement or otherwise.

     

    SECTION
      10.2.   No
      Legal Title to Owner Trust Estate in Certificateholder.
      The
      Certificateholder shall not have legal title to any part of the Owner Trust
      Estate. The Certificateholder shall be entitled to receive distributions in
      accordance with the Sale and Servicing Agreement. No transfer, by operation
      of
      law or otherwise, of any right, title or interest of the Certificateholder
      to
      and in its ownership interest in the Owner Trust Estate shall operate to
      terminate this Agreement or the trusts hereunder or entitle any transferee
      to an
      accounting or to the transfer to it of legal title to any part of the Owner
      Trust Estate.

     

    SECTION
      10.3.   Limitations
      on Rights of Others.
      The
      provisions of this Agreement are solely for the benefit of the Owner Trustee,
      the Transferor, the Certificateholder, the Servicer and, to the extent expressly
      provided herein, [the Note Insurer,] the Indenture Trustee and the Noteholders,
      and nothing in this Agreement, whether express or implied, shall be construed
      to
      give to any other Person any legal or equitable right, remedy or claim in the
      Owner Trust Estate or under or in respect of this Agreement or any covenants,
      conditions or provisions contained herein.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    SECTION
      10.4.   Notices.

     

    (a)   Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt personally delivered,
      sent by facsimile transmission (with appropriate confirmation) delivered by
      overnight courier or mailed first class mail or certified mail, in each case
      return receipt requested, and shall be deemed to have been duly given upon
      receipt:

     

    (i)  
if
      to the
      Owner Trustee, addressed to:

                    ___________________

                    ___________________

    ___________________

    __________,
      ________ ________

    Attention:
      ___________________

    (Telecopy
      Number: ___________)

     

    (ii)  if
      to the
      Transferor, addressed to:

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      New Jersey 07652

    Attention:
      General Counsel

    (Telecopy
      Number: (201) 262-6868)

     

    (iii)  [if
      to
      the Note Insurer, addressed to

    ___________________
      

    ___________________

    Attention:
      ___________________ 

    Re:
      Long
      Beach Acceptance Auto Receivables Trust 20__-__

    Telex
      No.: ___________________ 

    Confirmation:
      ________________

    Telecopy
      Nos.: -_______________

     

    (iv)  in
      the
      case of the Rating Agencies, addressed to:

     

    Moody's
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      ABS Monitoring Department

     

    and
      

     

    Standard
      & Poor's Ratings Service

    55
      Water
      Street, 40th Floor

    New
      York,
      New York 10041

    Attention:
      Asset Backed Surveillance Department

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    (b)   Any
      notice required or permitted to be given to a Certificateholder shall be given
      by first-class mail, postage prepaid, at the address of the Certificateholder
      in
      the register maintained by the Owner Trustee. Any notice so mailed within the
      time prescribed in this Agreement shall be conclusively presumed to have been
      duly given, whether or not the Certificateholder receives such
      notice.

     

    SECTION
      10.5.   Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    SECTION
      10.6.   Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    SECTION
      10.7.   Assignments.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns.

     

    SECTION
      10.8.   No
      Recourse.
      The
      Certificateholder by accepting a Certificate acknowledges that the Certificate
      represents a beneficial interest in the Trust only and does not represent
      interests in or obligations of the Transferor, the Servicer, the Owner Trustee,
      the Indenture Trustee, [the Note Insurer or any Affiliate thereof] and no
      recourse may be had against such parties or their assets, except as may be
      expressly set forth or contemplated in this Agreement, the Certificate or the
      Basic Documents.

     

    SECTION
      10.9.   Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    SECTION
      10.10.   GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    SECTION
      10.11.   Servicer.
      The
      Servicer is authorized to prepare, or cause to be prepared, execute and deliver
      on behalf of the Trust all such documents, reports, filings, instruments,
      certificates and opinions as it shall be the duty of the Trust or Owner Trustee
      to prepare, file or deliver pursuant to the Basic Documents. Upon written
      request, the Owner Trustee shall execute and deliver to the Servicer a limited
      power of attorney appointing the Servicer the Trust's agent and attorney-in-fact
      to prepare, or cause to be prepared, execute and deliver all such documents,
      reports, filings, instruments, certificates and opinions.

     

    SECTION
      10.12.   [Limitation
      on Liability.
      With respect to the Note Insurer, the Owner Trustee undertakes to perform or
      observe only such of the covenants and obligations of the Owner Trustee as
      are
      expressly set forth in this Agreement, and no implied covenants or obligations
      with respect to the Note Insurer shall be read into this Agreement or the other
      Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed
      to owe any fiduciary duty to the Note Insurer, and shall not be liable to any
      such person for the failure of the Trust to perform its obligations to such
      persons other than as a result of the gross negligence or willful misconduct
      of
      the Owner Trustee in the performance of its express obligations under this
      Agreement.]

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    SECTION
      10.13.   No
      Petition.
      The
      Owner Trustee (not in its individual capacity but solely as Owner Trustee),
      by
      entering into this Agreement, the Certificateholder, by accepting the
      Certificate, and the Indenture Trustee and each Noteholder by accepting the
      benefits of this Agreement, hereby covenant and agree that they will not at
      any
      time institute against the Transferor, or join in any institution against the
      Transferor of, any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceedings, or other proceedings under any United States federal
      or
      state bankruptcy or similar law in connection with any obligations relating
      to
      the Certificate, the Notes, this Agreement or any other Basic
      Documents.

     

    SECTION
      10.14.   Bankruptcy
      Matters.
      To the
      fullest extent permitted by law, the Certificateholder or any party to this
      Agreement shall not take any action to cause the Trust to dissolve in whole
      or
      in part or file a voluntary petition or otherwise initiate proceedings to have
      the Trust adjudicated bankrupt or insolvent, or consent to the institution
      of
      bankruptcy or insolvency proceedings against the Trust as debtor under any
      applicable federal or state law relating to bankruptcy, insolvency or other
      relief for debts with respect to the Trust; or seek or consent to the
      appointment of any trustee, receiver, conservator, assignee, sequestrator,
      custodian, liquidator (or other similar official) of the Trust or of all or
      any
      substantial part of the properties and assets of the Trust, or cause the Trust
      to make any general assignment for the benefit or creditors of the Trust or
      take
      any action in furtherance of any of the above actions unless the
      Certificateholder and the Indenture Trustee shall have provided their written
      consent.

     

    SECTION
      10.15.   [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 Agreement or any other Basic Document
      shall be inapplicable at all times after the Policy Expiration Date, and if
      such
      reference provides for another party or parties to take or omit to take any
      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 any 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 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.]

     


    
      
        
          


        

         

      

      
        31

        
          

        

      

      
         

        
          


        

      

    



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

     

     

    ________________________,
      as Owner Trustee

     

    By:_____________________________________

                                    Name:


    Title:
      

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP.

     

    By:_____________________________________

    Name:
      

    Title:
      

     

    


     

     

    [Trust
      Agreement]

     

    


     


    
      
        
          


        

         

      

      
        32

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A

     

    [FORM
      OF
      CERTIFICATE OF TRUST]

     

    


     

    CERTIFICATE
      OF TRUST

     

    OF

     

    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-__

     

    This
      Certificate of Trust of LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-__
      (the "Trust") is being duly executed and filed by the undersigned, as trustee,
      to form a business trust under the Delaware Business Trust Act (12 Del. C.
§3801
et
      seq.)
      (the
      "Act").

     

    1. Name.
      The
      name of the business trust formed hereby is LONG BEACH ACCEPTANCE AUTO
      RECEIVABLES TRUST 20__-__.

     

    2. Owner
      Trustee.
      The
      name and business address of the trustee of the Trust in the State of Delaware
      is [Name of owner trustee], _______________, ___________________, __________,
      __________ ________, Attention: ___________________.

     

    3. Effective
      Date.
      This
      Certificate of Trust will be effective upon filing.

     

    IN
      WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
      executed this Certificate of Trust in accordance with Section 3811(a) of the
      Act.

     

    


     

                    [NAME
      OF OWNER
      TRUSTEE], as Owner Trustee

     

                    By:___________________________________

                    Name:

                    Title:

     

    


     


    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B

     

    [FORM
      OF
      CERTIFICATE]

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
      ANY TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
      IN
      SECTION 3.7 OF THE TRUST AGREEMENT. BY ITS ACCEPTANCE OF THIS CERTIFICATE THE
      HOLDER OF THIS CERTIFICATE IS DEEMED TO REPRESENT TO THE TRANSFEROR AND THE
      OWNER TRUSTEE (I) THAT IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED
      INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
      PROMULGATED UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")
      AND THAT IT IS ACQUIRING THIS CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR
      THE
      ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO
      ARE
      INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS
      FIDUCIARY CAPACITY) FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR
      SALE
      IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF OR (II) THAT IT IS A
      "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
      ACT
      AND IS ACQUIRING THIS CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT
      OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
      QUALIFIED INSTITUTIONAL BUYERS).

     

    NO
      SALE,
      PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANY PERSON UNLESS
      EITHER (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE TRANSFEROR, (II)
      SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN INSTITUTIONAL ACCREDITED
      INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN
      THE
      TRUST AGREEMENT, TO THE EFFECT THAT IT IS AN INSTITUTIONAL ACCREDITED INVESTOR
      ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY
      OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS
      UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (III) SO LONG
      AS
      THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO
      THE
      TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL
      BUYER" (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE
      ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO
      ARE
      QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE
      OR
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (IV) SUCH SALE, PLEDGE
      OR
      OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL
      REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE
      CERTIFY TO THE OWNER TRUSTEE AND THE TRANSFEROR IN WRITING THE FACTS SURROUNDING
      SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
      TO THE OWNER TRUSTEE AND THE TRANSFEROR, AND (B) THE OWNER TRUSTEE MAY REQUIRE
      A
      WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE TRUST,
      THE
      TRANSFEROR OR THE OWNER TRUSTEE) SATISFACTORY TO THE TRANSFEROR AND THE OWNER
      TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.
      NO
      SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE TO ANY ONE PERSON FOR CERTIFICATES
      WITH A FACE AMOUNT OF LESS THAN $100,000 AND, IN THE CASE OF ANY PERSON ACTING
      ON BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS DEFINED IN SECTION
      3(A)(2) OF THE SECURITIES ACT) ACTING IN ITS FIDUCIARY CAPACITY), FOR
      CERTIFICATES WITH A FACE AMOUNT OF LESS THAN $100,000 FOR EACH SUCH THIRD
      PARTY.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE PERMITTED TO BE MADE TO ANY PERSON UNLESS
      THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO THE EFFECT
      THAT SUCH TRANSFEREE IS NOT (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION
      3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR (B) A PLAN
      (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
      AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE (EACH, A
      "BENEFIT PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF
      A
      BENEFIT PLAN. EACH TRANSFEREE OF A BENEFICIAL OWNERSHIP INTEREST IN THIS
      CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A BENEFIT PLAN AND
      IS
      NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A BENEFIT PLAN.

     

    NO
      TRANSFER OR SALE OF THIS CERTIFICATE SHALL BE PERMITTED TO BE MADE IF THE
      TRANSFER OR SALE INCREASES THE NUMBER OF CERTIFICATEHOLDERS TO MORE THAN
      NINETY-NINE (99).

     

    THE
      HOLDER OF THIS CERTIFICATE REPRESENTS, BY VIRTUE OF ITS ACCEPTANCE HEREOF,
      (I)
      THAT IT IS ACQUIRING THIS CERTIFICATE FOR ITS OWN BEHALF AND IS NOT ACTING
      AS
      AGENT OR CUSTODIAN FOR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH SUCH
      ACQUISITION, (II) IF THE HOLDER IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION
      FOR FEDERAL INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY CERTIFICATES
      OR
      CLASS B NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50%
      OF
      THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL
      ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH CERTIFICATES
      WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY, AND (III)
      THE HOLDER IS A UNITED STATES PERSON WITHIN THE MEANING OF THE
      CODE.

     

    TRANSFER
      OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION
      3.7
      OF THE AGREEMENT.

     

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    


    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-__

     

    UNDER
      TRUST AGREEMENT

     

    DATED
      AS
      OF ___________, 20__-__

     

    Certificate
      Number:

     

    [NAME
      OF
      OWNER TRUSTEE],
      a
      Delaware banking corporation, not in its individual capacity but solely as
      trustee (the "Owner Trustee") under a Trust Agreement, dated as of
      _____________, 20__-__, between Long Beach Acceptance Receivables Corp., a
      Delaware corporation (the "Transferor") and the Owner Trustee (the "Trust
      Agreement"), hereby certifies that ___________________________________________
      is the Holder of this Certificate representing the entire beneficial interest
      in
      the Long Beach Acceptance Auto Receivables Trust (the "Trust") created by the
      Trust Agreement. This Certificate is issued pursuant to and is entitled to
      the
      benefits of the Trust Agreement, and the Certificateholder by acceptance hereof
      agrees to be bound by the terms of the Trust Agreement. Reference is hereby
      made
      to the Trust Agreement for a statement of the rights and obligations of the
      Certificateholder hereof. The Owner Trustee may treat the person shown on the
      register maintained by the Owner Trustee pursuant to the Trust Agreement as
      the
      absolute Certificateholder hereof for all purposes.

     

    Capitalized
      terms used herein without definition have the meanings ascribed to them in
      or by
      reference to the Trust Agreement.

     

    The
      Certificateholder hereof, by its acceptance of this Certificate, warrants and
      represents to, and agrees with, the Owner Trustee that it shall not transfer
      this Certificate except in accordance with the Trust Agreement.

     

    [The
      Certificateholder, by acceptance of its Certificate, specifically acknowledges
      that it has no right to or interest in any monies at any time held pursuant
      to
      the Spread Account Agreement prior to the release of such monies pursuant to
      Section 5.6(d) of the Sale and Servicing Agreement, such monies being held
      in
      trust for the benefit of the Class A Noteholders [and the Note Insurer].
      Notwithstanding the foregoing, in the event that it is ever determined that
      provisions of the Sale and Servicing Agreement and the Spread Account Agreement
      shall be considered to constitute a security agreement and the Transferor and
      the Certificateholder hereby grant to the Collateral Agent for the benefit
      of
      the Class A Noteholders and the Note Insurer a first priority perfected security
      interest in such amounts, to be applied as set forth in Section 3.03 of the
      Spread Account Agreement. In addition the Certificateholder, by acceptance
      of
      its Certificate, hereby appoints the Transferor as its agent to pledge a first
      priority perfected security interest in the Spread Account, and any amounts
      held
      therein from time to time to the Collateral Agent pursuant to the Spread Account
      Agreement and agrees to execute and deliver such instruments of conveyance,
      assignment, grant and confirmation, as well as financing statements, in each
      case as the Note Insurer shall consider reasonably necessary in order to perfect
      the Collateral Agent's Security Interest in the Collateral (as such terms are
      defined in the Spread Account Agreement).]

     

    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    This
      Certificate and the Trust Agreement shall in all respects be governed by, and
      construed in accordance with, the laws of the State of Delaware, without regard
      to conflict-of-law principles.

     

    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Trust, pursuant to the Trust Agreement, has caused this
      Certificate to be issued as of the date hereof.

     

     

                    LONG
      BEACH ACCEPTANCE
      AUTO RECEIVABLES TRUST 20__-__

     

                    By:   
      [Name
      of
      Owner Trustee], 

                      
not
      in its individual capacity


                      
but
      solely as Owner
      Trustee

     

                    By:_____________________________________

                    Name:

                    Title:

     

    Dated:
      ____________, 20__-__

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

                    [NAME
      OF OWNER
      TRUSTEE], 

                    not
      in its individual
      capacity 

                                                
;    but
      solely as Owner
      Trustee

     

                    By: [Name
      of
      Owner Trustee], 

                    Authenticating
      Agent

     

                    By:_____________________________________

                    Name:

                    Title:

     

    Dated:
      _____________, 20__-__

     

    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY

     

    OR
      OTHER
      IDENTIFYING NUMBER

     

    OF
      ASSIGNEE

     

     

    _______________________________________________________________________________

    (Please
      print or typewrite name and address, including postal zip code, of
      assignee)

     

     

    
      _______________________________________________________________________________
the
      within Certificate, and all rights thereunder, hereby irrevocably constituting
      and appointing

     

     

    _____________________________________
      Attorney to transfer said Certificate

    on
      the
      books of the Certificate Registrar, with full power of substitution in the
      premises.

     

     

    Dated:

     

    
      _________________________________________________________*

    

     

    
      
        _________________________________________________________*

      

    

     

    * NOTICE:
      The signature to this assignment must correspond with the name as it appears
      upon the face of the within Certificate in every particular, without alteration,
      enlargement or any change whatever.

     

    


     


    
      
        
          


          


        

         

      

      
        B-6

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      C

     

    [FORM
      OF
      "QUALIFIED INSTITUTIONAL BUYER"

     

    TRANSFEREE'S
      CERTIFICATE]

     

    [Date]

     

    [Name
      of
      Owner Trustee]

    ___________________
      

    ___________________

    _________,
      __ _______

    Attn:
      ___________________

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      NJ 07652

    Attn:
      President

     

    Re: Long
      Beach Acceptance Auto Receivables Trust 20__-__

     

    Ladies
      and Gentlemen:

     

    In
      connection with the proposed purchase by the buyer listed below (the "Buyer")
      of
      the Certificates (as defined below) issued pursuant to the Trust Agreement,
      dated as of ______________, 20__-__ (the "Trust Agreement"), between Long Beach
      Acceptance Receivables Corp., as Transferor (the "Transferor") and [Name of
      owner trustee], as trustee (the "Owner Trustee"), relating to Long Beach
      Acceptance Auto Receivables Trust 20__-__ (the "Certificates"), the Buyer
      advises you as follows: (i) the Buyer is a "qualified institutional buyer"
      as
      that term is defined in Rule 144A under the Securities Act of 1933, as amended
      (the "1933 Act") and is acquiring beneficial ownership of the Certificates
      for
      its own account or for the account of not more than _ persons, each of which
      is
      a "qualified institutional buyer"; and (ii) the Buyer satisfies the requirements
      of paragraph (a)(2)(ii) of Rule 3a-7 under the Investment Company Act of 1940,
      as amended (the "1940 Act"). In addition to the foregoing, you may rely on
      the
      information provided in Annex 1 or 2, as applicable, attached hereto and
      incorporated herein.

     

    The
      Buyer
      understands that the Certificates have not been registered under the 1933 Act
      or
      the securities laws of any state. The Buyer acknowledges that it has
      independently conducted such investigation and evaluation of the merits and
      the
      risks involved in an investment in the Certificates and has received such
      information (whether from the Transferor, the Owner Trustee, the transferor
      from
      which it proposes to purchase Certificates, or from any other source) as the
      Buyer has deemed necessary and advisable in order to make its investment
      decision. The Buyer has had any questions arising from such investigation and
      evaluation answered by the Transferor to the satisfaction of the Buyer. The
      Buyer is a sophisticated institutional investor, having such knowledge and
      experience in financial and business matters generally, and with respect to
      asset-backed securities and investments in "non-prime" automobile loans
      specifically, that it is capable of independently evaluating the merits and
      risks of investment in the Certificates. In the normal course of its business,
      the Buyer invests in or purchases securities similar to the Certificates. The
      Buyer is aware that it may be required to bear the economic risk of an
      investment in the Certificates for an indefinite period of time, and it is
      able
      to bear such risk for an indefinite period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                            Very
      truly
      yours,

     

                            [BUYER]

     

                            By:___________________________________________

                            Name:


                            Title:


     

                            Taxpayer
      ID:
      ___________________________________

     

                            Name
      in which
      Certificate is to be Registered:

                            ___________________________________________

                                                 

                            Address
      for
      Notices:

    
                              ___________________________________________

    

     

                            Payment
      Instructions:

    
                              ___________________________________________

    

     



     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

     

    ANNEX
      1 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to the parties listed in the "Qualified
      Institutional Buyer" Transferee's Certificate to which this certification
      relates with respect to the Rule 144A Securities described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a "qualified institutional
      buyer" as that term is defined in Rule 144A under the Securities Act of 1933
      ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary
      basis $_________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    o  Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    o  Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    o  Savings
      and
      Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, which is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    o  Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

    
      ______________________________

      1  Buyer
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
        invest on a discretionary basis at least $10,000,000 in securities.

       

      
        
           

        

        
          C-3

          
            

          

        

        
           

        

      

    

    o  Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    o  State
      or Local
      Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    o  ERISA
Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the
      Employee Retirement Income Security Act of 1974.

     

    o  Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisers Act
      of
      1940.

     

    o  Small
      Business
      Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    o  Business
      Development
      Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940.

     

    o  Trust
      Fund.
      The
      Buyer is a trust fund whose trustee is a bank or trust company and whose
      participants are exclusively State or Local Plans or ERISA Plans as defined
      above, and no participant of the Buyer is an individual retirement account
      or an
      H.R. 10 (Keogh) plan.

     

    3. The
      term
      "securities"
      as used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
      participations, (v) repurchase agreements, (vi) securities owned but subject
      to
      a repurchase agreement and (vii) currency, interest rate and commodity
      swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer's direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    
      
         

      

      
        C-4

        
          

        

      

      
         

      

    

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer's purchase of
      Rule
      144A Securities will constitute a reaffirmation of this certification as of
      the
      date of such purchase. In addition, if the Buyer is a Bank or Savings and Loan
      as provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     

                                                   
;     _____________________________________________

                        Print
      Name of
      Buyer

     

                        By:___________________________________________

                        Name:


                        Title:

     

    


     

                        Date:

     

    
      
         

      

      
        C-5

        
          

        

      

      
         

      

    


    ANNEX
      2 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers that are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to the parties listed in the "Qualified
      Institutional Buyer" Transferee's Certificate to which this certification
      relates with respect to the Rule 144A Securities described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a "qualified
      institutional buyer" as that term is defined in Rule 144A under the Securities
      Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
      Companies (as defined below), is such an officer of the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a "qualified institutional
      buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer's Family of Investment Companies, owned
      at
      least $100,000,000 in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer or the Buyer's Family
      of
      Investment Companies, the cost of such securities was used, except (i) where
      the
      Buyer or the Buyer's Family of Investment Companies reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market.

     

    o  
The
      Buyer
      owned $__________ in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer's most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    o  
The
      Buyer is part of a Family of Investment
      Companies which owned in the aggregate $__________ in securities (other than
      the
      excluded securities referred to below) as of the end of the Buyer's most recent
      fiscal year (such amount being calculated in accordance with Rule
      144A).

     

    3. The
      term
      "Family
      of Investment Companies"
      as used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
      "securities"
      as used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank
      deposit notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps.

     

    
      
         

      

      
        C-6

        
          

        

      

      
         

      

    

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the
      Qualified Institutional Buyer Transferee's Certificate to which this
      certification relates are relying and will continue to rely on the statements
      made herein because one or more sales to the Buyer will be in reliance on Rule
      144A. In addition, the Buyer will only purchase for the Buyer's own
      account.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the undersigned will notify each
      of the parties to which this certification is made of any changes in the
      information and conclusions herein. Until such notice is given, the Buyer's
      purchase of Rule 144A Securities will constitute a reaffirmation of this
      certification by the undersigned as of the date of such purchase.

     

                        _____________________________________________

    
                          Print
        Name of Buyer
        or Adviser

       

                          By:___________________________________________

                          Name:


                          Title:

    

     

                        IF
      AN
      ADVISER:

     

                                              
60;         _____________________________________________

                                    Print
      Name of Buyer

     

                        Date:

     

    


     

    

      
         

      

    


    
      
        
          


          


        

         

      

      
        C-7

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      D

     

    [FORM
      OF
      "ACCREDITED INVESTOR" TRANSFEREE'S CERTIFICATE]

     

    [Date]

     

    [Name
      of
      Owner Trustee]

    ___________________

    ___________________

    _________,
      __________ _________

    Attn:
      _______________________

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      NJ 07652

    Attn:
      President

     

    Re:
       Long
      Beach Acceptance Auto Receivables Trust 20__-__

     

    Dear
      Sirs:

     

    In
      connection with the proposed purchase by the buyer listed below (the "Buyer")
      of
      Certificates (as defined below) issued pursuant to the Trust Agreement, dated
      as
      of ______________, 20__-__ (the "Trust Agreement"), between Long Beach
      Acceptance Receivables Corp., as Transferor (the "Transferor"), and [Name of
      owner trustee], as trustee (the "Owner Trustee"), relating to Long Beach
      Acceptance Auto Receivables Trust 20__-__ (the "Certificates"), the Buyer
      confirms that:

     

    1. The
      Buyer
      understands that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the "1933 Act"), and may not be sold except as
      permitted in the following sentence. The Buyer agrees, on its own behalf and
      on
      behalf of any accounts for which it is acting as hereinafter stated, that such
      Certificates may be resold, pledged or transferred only: (i) so long as such
      Certificates are eligible for resale pursuant to Rule 144A under the 1933 Act
      ("Rule 144A"), to a person who the Buyer reasonably believes is a "qualified
      institutional buyer" as defined in Rule 144A (a "QIB") that purchases for its
      own account or for the account of a QIB, to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, (ii) pursuant
      to an exemption from registration under the 1933 Act provided by Rule 144 (if
      applicable) under the 1933 Act or (iii) to an institution that is an "Accredited
      Investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the 1933 Act
      (an
      "Accredited Investor") that is acquiring the Certificates for investment
      purposes and not for distribution, in each case in accordance with any
      applicable securities laws of any state of the United States, and the Buyer
      will
      notify any purchaser of the Certificates from it of the above resale
      restrictions. The Buyer further understands that in connection with any transfer
      of the Certificates to an Accredited Investor by it that the Transferor or
      Owner
      Trustee may request, and if so requested the Buyer will furnish, such
      certificates and other information as they may reasonably require to confirm
      any
      such transfer with the foregoing restrictions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. The
      Buyer
      is an institutional investor which is an Accredited Investor or, if the
      Certificates are to be purchased for one or more institutional accounts
      ("investor accounts") for which it is acting as fiduciary or agent (except
      if it
      is a bank as defined in Section 3(a)(2) of the 1933 Act, or a savings and loan
      association or other institution as described in Section 3(a)(5)(A) of the
      1933
      Act, whether acting in its individual or in a fiduciary capacity), each such
      investor account is an institutional investor and an Accredited Investor on
      a
      like basis. In the normal course of its business, the Buyer invests in or
      purchases securities similar to the Certificates.

     

    3. The
      Buyer
      satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 of the Investment
      Company Act of 1940, as amended.

     

    4. The
      Buyer
      acknowledges that it has independently conducted such investigation and
      evaluation of the merits and the risks involved in an investment in the
      Certificates and has received such information (whether from the Transferor,
      the
      Servicer, the transferor from which it proposes to purchase Certificates, or
      from any other source) as the Buyer has deemed necessary and advisable in order
      to make its investment decision. The Buyer has had any questions arising from
      such investigation and evaluation answered by the Transferor to the satisfaction
      of the Buyer. The Buyer is a sophisticated institutional investor, having such
      knowledge and experience in financial and business matters generally, and with
      respect to asset-backed securities and investments in "non-prime" automobile
      loans specifically, that it is capable of independently evaluating the merits
      and risks of investment in the Certificates. In the normal course of its
      business, the Buyer invests in or purchases securities similar to the
      Certificates. The Buyer is aware that it (or any investor account) may be
      required to bear the economic risk of an investment in the Certificates for
      an
      indefinite period of time, and it (or such account) is able to bear such risk
      for an indefinite period.

     

    
      Very
        truly yours,

       

      [BUYER]

       

      By:___________________________________________

      Name:
        

      Title:
        

    

    



    
      
        
          


          


        

        D-2

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      E

     

    [FORM
      OF
      TRANSFEROR'S CERTIFICATE]

     

    [Date]

     

    [Name
      of
      Owner Trustee]

    ___________________

    ___________________

    __________,
      ________ _________

    Attn:
      ________________________

     

    Re:
       Long
      Beach Acceptance Auto Receivables Trust 20__-__

     

    Ladies
      and Gentlemen:

     

    In
      connection with the disposition by the transferor listed below (the
      "Transferor") of Certificates (as defined below) issued pursuant to the Trust
      Agreement, dated as of _______________, 20__-__ (the "Trust Agreement") between
      Long Beach Acceptance Receivables Corp., as Transferor (the "Transferor"),
      and
      [Name of owner trustee], as trustee (the "Owner Trustee"), relating to Long
      Beach Acceptance Auto Receivables Trust 20__-__ (the "Certificates"), the
      Transferor certifies that:

     

    (a) the
      Transferor understands that the Certificates have not been registered under
      the
      Securities Act of 1933, as amended (the "1933 Act"), and are being disposed
      of
      by the Transferor in a transaction that is exempt from the registration
      requirements of the 1933 Act; and

     

    (b) the
      Transferor has not offered or sold any Certificates to, or solicited offers
      to
      buy any Certificates from, any person, or otherwise approached or negotiated
      with any person with respect thereto, in a manner that would be deemed, or
      taken
      any other action which would result in, a violation of Section 5 of the 1933
      Act.

     

    
      Very
        truly yours,

       

      [NAME
        OF
        TRANSFEROR]

       

      By:___________________________________________

      Name:
        

      Title:
        

    

    


     


    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      F

     

    [FORM
      OF
      ERISA CERTIFICATE]

     

    [Date]

     

    [Name
      of
      Owner Trustee]

    ___________________

    ___________________

    __________,
      ________ ________

    Attn:
      _______________________

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      NJ 07652

    Attn:
      President

     

    Re: Long
      Beach Acceptance Auto Receivables Trust 20__-__

     

    Ladies
      and Gentlemen:

     

    [NAME
      OF
      OFFICER] hereby certifies that:

     

    1. That
      he
      [she] is [Title of Officer] ____________________ of [Name of Transferee]
      ___________________________________________ (the "Transferee"), a [savings
      institution] [corporation] duly organized and existing under the laws of [the
      State of ________] [the United States], on behalf of which he [she] makes this
      affidavit.

     

    2. The
      Transferee (1) is not, and on _______________ [insert date of transfer of
      Certificate to Transferee] will not be, and on such date will not be acting
      on
      behalf of or investing the assets of (a) an "employee benefit plan" (as defined
      in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended ("ERISA")) that is subject to the provisions of Title I of ERISA or
      (b)
      a "plan" (as defined in Section 4975(e)(1) of the Internal Revenue Code of
      1986,
      as amended (the "Code")) that is subject to Section 4975 of the Code (each,
      a
      "Benefit Plan").

     

    3. In
      connection with the proposed purchase by the Transferee of the Certificate
      issued pursuant to the Trust Agreement (the "Agreement") between Long Beach
      Acceptance Receivables Corp., as Transferor (the "Transferor"), and [Name of
      owner trustee], as trustee (the "Owner Trustee"), dated as of ___________,
      20__-__, the Transferee hereby acknowledges that under the terms of the
      Agreement no transfer of any Certificate (as defined in the Agreement) shall
      be
      permitted to be made to any person unless the Owner Trustee has received a
      certificate from such transferee to the effect that such transferee is not
      a
      Benefit Plan and is not acting on behalf of or investing the assets of a Benefit
      Plan.

     

    [4. The
      Certificates shall be registered in the name of _______________________ as
      nominee for the Transferee.]

     

    
      
        F-2

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] _______________, this__ day of ____________.

     

    


     

     

    The
      undersigned hereby acknowledges

    that
      it
      is holding and will hold the Trust

    Certificates
      at the exclusive direction of and

    as
      nominee of the Investor named above.

     

    [NAME
      OF
      NOMINEE]

     

    By:______________________________

         
      Name:

        
      Title:

    



    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      G

     

    [FORM
      OF
      FLOW THROUGH ENTITY CERTIFICATE]

     

    [Date]

     

    [Name
      of
      Owner Trustee]

    ___________________

    ___________________

    ___________,
      __________ _________

    Attn:
      _________________________

     

    Long
      Beach Acceptance Receivables Corp.

    One
      Mack
      Centre Drive

    Paramus,
      NJ 07652

    Attn:
      President

     

    Re: Long
      Beach Acceptance Auto Receivables Trust 20__-__

     

    Ladies
      and Gentlemen:

     

    [NAME
      OF
      OFFICER] hereby certifies that:

     

    1. That
      he
      [she] is [Title of Officer] ____________ of [Name of Transferee]
      _______________________________ (the "Transferee"), a [savings institution]
      [corporation] duly organized and existing under the laws of [the State of
      ____________] [the United States], on behalf of which he [she] makes this
      affidavit.

     

    2. The
      Transferee (a) is acquiring the Certificate (as defined below) for its own
      behalf and is not acting as agent or custodian for any other person or entity
      in
      connection with such acquisition, (b) if the Transferee is a partnership,
      grantor trust or S corporation for federal income tax purposes (a "Flow Through
      Entity"), any Certificate owned by such Flow Through Entity will represent
      less
      than 50% of the value of all the assets owned by such Flow Through Entity and
      no
      special allocation of income, gain, loss, deduction or credit from such
      Certificate will be made among the beneficial owners of such Flow Through
      Entity, and (c) the Transferee is a United States person within the meaning
      of
      the Internal Revenue Code of 1986, as amended.

     

    3. The
      Transferee hereby acknowledges that under the terms of the Trust Agreement
      (the
      "Agreement") between Long Beach Acceptance Receivables Corp., as Transferor
      (the
      "Transferor"), and [Name of owner trustee], as trustee (the "Owner Trustee"),
      dated as of _____________, 20__-__ no transfer of any Certificate (as defined
      in
      the Agreement) shall be permitted to be made to any person unless the Owner
      Trustee has received a certificate from such transferee to the effect that
      such
      transferee (a) is acquiring the Certificate for its own behalf and is not acting
      as agent or custodian for any other person or entity in connection with such
      acquisition, (b) if the transferee is a partnership, grantor trust or S
      corporation for federal income tax purposes (a "Flow Through Entity"), any
      Certificate owned by such Flow Through Entity will represent less than 50%
      of
      the value of all the assets owned by such Flow Through Entity and no special
      allocation of income, gain, loss, deduction or credit from such Certificate
      will
      be made among the beneficial owners of such Flow Through Entity, and (c) the
      transferee is a United States person within the meaning of the Internal Revenue
      Code of 1986 as amended.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    [4. The
      Certificates shall be registered in the name of as nominee for the
      Transferee.]

     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer) _____________________________, this ___ day of
      ___________.

     

    
      
        [NAME
          OF
          TRANSFEROR]

         

        By:___________________________________________

             
          Name: 

            
          Title: 

      

    

     

    
      
         

      

    

    The
      undersigned hereby acknowledges

    that
      it
      is holding and will hold the Trust

    Certificates
      at the exclusive direction of and

    as
      nominee of the Investor named above.

     

    [NAME
      OF
      NOMINEE]

     

    By:______________________________

    Name:

    Title:

     

     

    
      
        G-2