<PAGE>

                                                                         Ex. 4.1
                                                             [Execution Version]





               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B



                $48,000,000 0.990% Asset-Backed Notes, Class A-1
                $84,200,000 1.114% Asset-Backed Notes, Class A-2
                $44,000,000 1.575% Asset-Backed Notes, Class A-3
                $73,800,000 2.178% Asset-Backed Notes, Class A-4



                        ---------------------------------


                                    INDENTURE


                            Dated as of June 1, 2003


                        ---------------------------------


                               JPMORGAN CHASE BANK
                                Indenture Trustee


================================================================================



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
ARTICLE I     Definitions...........................................................................3

  SECTION 1.1.    Definitions.......................................................................3
  SECTION 1.2.    Incorporation by Reference of Trust Indenture Act.................................3
  SECTION 1.3.    Rules of Construction.............................................................3

ARTICLE II    The Notes.............................................................................4

  SECTION 2.1.    Form .............................................................................4
  SECTION 2.2.    Execution, Authentication and Delivery............................................4
  SECTION 2.3.    Temporary Notes...................................................................5
  SECTION 2.4.    Registration; Registration of Transfer and Exchange...............................5
  SECTION 2.5.    Mutilated, Destroyed, Lost or Stolen Notes........................................7
  SECTION 2.6.    Persons Deemed Owners.............................................................8
  SECTION 2.7.    Access to List of Noteholders' Names and Addresses................................8
  SECTION 2.8.    Maintenance of Office or Agency...................................................8
  SECTION 2.9.    Payment of Principal and Interest; Defaulted Interest.............................8
  SECTION 2.10.   Cancellation......................................................................9
  SECTION 2.11.   Release of Pledged Property.......................................................9

ARTICLE III   Covenants............................................................................10

  SECTION 3.1.    Payment of Principal and Interest................................................10
  SECTION 3.2.    Maintenance of Office or Agency..................................................10
  SECTION 3.3.    Money for Payments to be Held in Trust...........................................10
  SECTION 3.4.    Existence........................................................................12
  SECTION 3.5.    Protection of Pledged Property...................................................12
  SECTION 3.6.    Opinions as to Pledged Property..................................................13
  SECTION 3.7.    Performance of Obligations; Servicing of Receivables.............................13
  SECTION 3.8.    Negative Covenants...............................................................14
  SECTION 3.9.    Annual Statement as to Compliance................................................15
  SECTION 3.10.   Issuer May Consolidate, Etc. Only on Certain Terms...............................15
  SECTION 3.11.   Successor or Transferee..........................................................17
  SECTION 3.12.   No Other Business................................................................18
  SECTION 3.13.   No Borrowing.....................................................................18
  SECTION 3.14.   Servicer's Obligations...........................................................18
  SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities................................18
  SECTION 3.16.   Capital Expenditures.............................................................18
  SECTION 3.17.   Compliance with Laws.............................................................18
  SECTION 3.18.   Restricted Payments..............................................................18
  SECTION 3.19.   Notice of Events of Default......................................................19
  SECTION 3.20.   Further Instruments and Acts.....................................................19
  SECTION 3.21.   Income Tax Characterization......................................................19
</TABLE>



                                        i

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                               <C>
ARTICLE IV    Satisfaction and Discharge...........................................................19

  SECTION 4.1.    Satisfaction and Discharge of Indenture..........................................19
  SECTION 4.2.    Application of Trust Money.......................................................20
  SECTION 4.3.    Repayment of Moneys Held by Note Paying Agent....................................20

ARTICLE V     Remedies.............................................................................21

  SECTION 5.1.    Events of Default................................................................21
  SECTION 5.2.    Rights Upon Event of Default.....................................................22
  SECTION 5.3.    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee........23
  SECTION 5.4.    Remedies.........................................................................25
  SECTION 5.5.    Optional Preservation of the Pledged Property....................................26
  SECTION 5.6.    Priorities.......................................................................27
  SECTION 5.7.    Limitation of Suits..............................................................28
  SECTION 5.8.    Unconditional Rights of Noteholders To Receive Principal and Interest............29
  SECTION 5.9.    Restoration of Rights and Remedies...............................................29
  SECTION 5.10.   Rights and Remedies Cumulative...................................................29
  SECTION 5.11.   Delay or Omission Not a Waiver...................................................29
  SECTION 5.12.   Control by Noteholders...........................................................30
  SECTION 5.13.   Waiver of Past Defaults..........................................................30
  SECTION 5.14.   Undertaking for Costs............................................................30
  SECTION 5.15.   Waiver of Stay or Extension Laws.................................................31
  SECTION 5.16.   Action on Notes..................................................................31
  SECTION 5.17.   Performance and Enforcement of Certain Obligations...............................31
  SECTION 5.18.   Subrogation......................................................................32
  SECTION 5.19.   Preference Claims; Direction of Proceedings......................................32

ARTICLE VI    The Indenture Trustee................................................................33

  SECTION 6.1.    Duties of Indenture Trustee......................................................33
  SECTION 6.2.    Rights of Indenture Trustee......................................................36
  SECTION 6.3.    Individual Rights of Indenture Trustee...........................................38
  SECTION 6.4.    Indenture Trustee's Disclaimer...................................................38
  SECTION 6.5.    Notice of Defaults...............................................................38
  SECTION 6.6.    Reports by Indenture Trustee to Holders..........................................38
  SECTION 6.7.    Compensation and Indemnity.......................................................38
  SECTION 6.8.    Replacement of Indenture Trustee.................................................39
  SECTION 6.9.    Successor Indenture Trustee by Merger............................................41
  SECTION 6.10.   Appointment of Co-Trustee or Separate Trustee....................................41
  SECTION 6.11.   Eligibility......................................................................43
  SECTION 6.12.   Preferential Collection of Claims Against Issuer.................................43
  SECTION 6.13.   Representations and Warranties of the Indenture Trustee..........................43
  SECTION 6.14.   Valid and Binding Indenture......................................................43
  SECTION 6.15.   Waiver of Setoffs................................................................44
</TABLE>


                                       ii

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                               <C>
  SECTION 6.16.   Control by the Controlling Party.................................................44

ARTICLE VII   Noteholders' Lists and Communications................................................44

  SECTION 7.1.    Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders........44
  SECTION 7.2.    Preservation of Information; Communications to Noteholders.......................44
  SECTION 7.3.    Reports by Issuer................................................................45
  SECTION 7.4.    Reports by Indenture Trustee.....................................................45

ARTICLE VIII  Collection of Money;  Releases.......................................................45

  SECTION 8.1.    Collection of Money..............................................................45
  SECTION 8.2.    Release of Pledged Property......................................................46
  SECTION 8.3.    Opinion of Counsel...............................................................46

ARTICLE IX    Supplemental Indentures..............................................................46

  SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders...........................46
  SECTION 9.2.    Supplemental Indentures with Consent of Noteholders..............................48
  SECTION 9.3.    Execution of Supplemental Indentures.............................................49
  SECTION 9.4.    Effect of Supplemental Indenture.................................................49
  SECTION 9.5.    Conformity With Trust Indenture Act..............................................49
  SECTION 9.6.    Reference in Notes to Supplemental Indentures....................................50

ARTICLE X     Redemption of Notes..................................................................50

  SECTION 10.1.   Redemption.......................................................................50
  SECTION 10.2.   Form of Redemption Notice........................................................50
  SECTION 10.3.   Notes Payable on Redemption Date.................................................51

ARTICLE XI    Miscellaneous........................................................................51

  SECTION 11.1.   Compliance Certificates and Opinions, etc........................................51
  SECTION 11.2.   Form of Documents Delivered to Indenture Trustee.................................53
  SECTION 11.3.   Acts of Noteholders..............................................................53
  SECTION 11.4.   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..................54
  SECTION 11.5.   Notices to Noteholders; Waiver...................................................55
  SECTION 11.6.   Conflict with Trust Indenture Act................................................56
  SECTION 11.7.   Effect of Headings and Table of Contents.........................................56
  SECTION 11.8.   Successors and Assigns...........................................................56
  SECTION 11.9.   Separability.....................................................................56
  SECTION 11.10.  Benefits of Indenture............................................................56
  SECTION 11.11.  Legal Holidays...................................................................56
  SECTION 11.12.  GOVERNING LAW....................................................................56
  SECTION 11.13.  Counterparts.....................................................................57
  SECTION 11.14.  Recording of Indenture...........................................................57
  SECTION 11.15.  Trust Obligation.................................................................57
  SECTION 11.16.  No Petition......................................................................58
</TABLE>


                                       iii


<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                               <C>
  SECTION 11.17.  Inspection.......................................................................58
  SECTION 11.18.  Rights of Note Insurer as Controlling Party......................................58
  SECTION 11.19.  Effect of Policy Expiration Date.................................................59
</TABLE>



                                       iv

<PAGE>


                              ANNEXES AND EXHIBITS


Annex      A      Defined Terms

Exhibit    A-1    Form of Class A-1 Note
Exhibit    A-2    Form of Class A-2 Note
Exhibit    A-3    Form of Class A-3 Note
Exhibit    A-4    Form of Class A-4 Note
Exhibit    B      Form of Depository Agreement
Exhibit    C      Form of Certificate as to ERISA Matters





                                        v

<PAGE>


               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B

                  Reconciliation and Tie between the Indenture
                        dated as of June 1, 2003 and the
                     Trust Indenture Act of 1939, as amended

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                    ACT OF 1939 AND INDENTURE PROVISIONS(1)*

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
    (ss.) 310(a)(1)                                              (ss.) 6.11
           (a)(2)                                                     6.11
           (a)(3)                                                     6.10
           (a)(4)                                                Not Applicable
            (b)                                                       6.11
            (c)                                                  Not Applicable
           311(a)                                                     6.12
            (b)                                                       6.12
           312(a)                                                     7.1
            (b)                                                       7.2
            (c)                                                       7.2
           313(a)                                                     7.4
            (b)                                                       7.4
            (c)                                                     7.3, 7.4
            (d)                                                       7.3
         314(a)(4)                                                    3.9
            (b)                                                  Not Applicable
            (c)                                                    2.11, 8.2
            (d)                                                    2.11, 8.2
            (e)                                                       11.1
           315(a)                                                     6.1
            (b)                                                       6.5
            (c)                                                       6.1
            (d)                                                       6.1
            (e)                                                       5.14
   316(a) (last sentence)                                        Not Applicable
         (a)(1)(A)                                                    5.3
         (a)(1)(B)                                                    5.13
         317(a)(1)                                                    5.4
           (a)(2)                                                    5.3(e)
            (b)                                                       3.3


-----------------------

(1)             This reconciliation and tie shall not, for any purpose, be
        deemed to be part of the within indenture.



                                       vi

<PAGE>


           318(a)                                                Not Applicable
            (b)                                                  Not Applicable
            (c)                                                  Not Applicable




                                       vii

<PAGE>

         INDENTURE dated as of June 1, 2003, between LONG BEACH ACCEPTANCE AUTO
RECEIVABLES TRUST 2003-B, a Delaware statutory trust (the "Issuer"), and
JPMORGAN CHASE BANK, a New York banking corporation, as indenture trustee (the
"Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's 0.990% Asset-Backed
Notes, Class A-1, 1.114% Asset-Backed Notes, Class A-2, 1.575% Asset-Backed
Notes, Class A-3, 2.178% Asset-Backed Notes, Class A-4 (collectively the "Class
A Notes" or the "Notes") and 5.00% Asset-Backed Certificates (the "Class C
Certificate").

         As security for the payment and performance by the Issuer of its
obligations under this Indenture, the Notes and the Class C Certificate, the
Issuer has agreed to assign the Pledged Property (as defined below) as
collateral to the Indenture Trustee for the benefit of the Noteholders and the
Class C Certificateholder.

         Financial Security Assurance, Inc. (the "Note Insurer"), for the
benefit of the Class A Noteholders, has issued and delivered a financial
guaranty insurance policy, dated the Closing Date (with endorsements, the
"Policy"), pursuant to which the Note Insurer guarantees Scheduled Payments, as
defined in the Insurance Agreement.

         As an inducement to the Note Insurer to issue and deliver the Policy,
the Issuer and the Note Insurer have executed and delivered the Insurance and
Indemnity Agreement, dated as of June 1, 2003 (as amended from time to time, the
"Insurance Agreement"), among the Note Insurer, the Issuer, Long Beach
Acceptance Corp., a Delaware corporation, ("LBAC") and Long Beach Acceptance
Receivables Corp., a Delaware corporation, as transferor, (the "Transferor").

         As an additional inducement to the Note Insurer to issue the Policy,
and as security for the performance by the Issuer of its obligations under this
Indenture and as security for the performance by the Issuer of its obligations
under this Indenture, the Issuer has agreed to assign the Pledged Property (as
defined below) as collateral to the Indenture Trustee for the benefit of the
Noteholders, the Class C Certificateholder and the Note Insurer, as their
respective interests may appear.



<PAGE>


                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee for the benefit of
the Noteholders, the Class C Certificateholder and the Note Insurer all of the
Issuer's right, title and interest in and to the following property (the
"Pledged Property") now owned or hereafter acquired:

  (i)    the Receivables listed in Schedule A hereto, all monies received on the
         Receivables after the Cutoff Date and, with respect to the Receivables
         which are Precomputed Receivables, the related Payahead Amount, and all
         Liquidation Proceeds and Recoveries received with respect to such
         Receivables;

  (ii)   the security interests in the related Financed Vehicles granted by the
         related Obligors pursuant to the Receivables, and any other interest of
         the Transferor in such Financed Vehicles, including, without
         limitation, the certificates of title and any other evidence of
         ownership with respect to such Financed Vehicles;

  (iii)  any proceeds from claims on any physical damage, credit life and credit
         accident and health insurance policies or certificates or the VSI
         Policy, if any, relating to the related Financed Vehicles or the
         related Obligors, including any rebates and premiums;

  (iv)   property (including the right to receive future Liquidation Proceeds)
         that secures a Receivable, and that has been acquired by or on behalf
         of the Trust pursuant to the liquidation of such Receivable;

  (v)    the Purchase Agreement and the Sale and Servicing Agreement, including,
         without limitation, a direct right to cause LBAC to purchase
         Receivables from the Trust upon the occurrence of a breach of any of
         the representations and warranties contained in Section 3.03(b) of the
         Purchase Agreement, or the failure of LBAC to timely comply with its
         obligations pursuant to Section 5.05 of the Purchase Agreement;

  (vi)   refunds for the costs of extended service contracts with respect to the
         related Financed Vehicles, refunds of unearned premiums with respect to
         credit life and credit accident and health insurance policies or
         certificates covering a related Obligor or Financed Vehicle or his or
         her obligations with respect to such Financed Vehicle and any recourse
         to Dealers for any of the foregoing;

  (vii)  the Legal Files and the Receivable Files related to each Receivable and
         any and all other documents that LBAC keeps on file in accordance with
         its customary procedures relating to the Receivables, the related
         Obligors or the related Financed Vehicles;

  (viii) all amounts and property from time to time held in or credited to the
         Collection Account, the Note Account and the Supplemental Enhancement
         Account;

  (ix)   all amounts and property from time to time held in or credited to the
         Lock-Box Account, to the extent such amounts and property relate to the
         Receivables;




                                       2
<PAGE>


  (x)    any proceeds from recourse against Dealers (other than any Chargeback
         Obligations), including, without limitation, any Dealer Title
         Guaranties with respect to the sale of the Receivables; and

  (xi)   the proceeds of any and all of the foregoing.

The foregoing Grant is made in trust to the Indenture Trustee for the benefit of
the Noteholders, the Class C Certificateholder and the Note Insurer. The
Indenture Trustee hereby acknowledges such Grant, accepts the trusts under this
Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties required in this Indenture to the end that the interests of
such parties, recognizing the priorities of their respective interests may be
adequately and effectively protected.


                                    ARTICLE I

                                   Definitions
                                   -----------

         SECTION 1.1. Definitions. Whenever used in this Indenture, capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
Annex A attached hereto.

         SECTION 1.2. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act of
1939, as amended (the "TIA"), such provision is incorporated by reference in and
made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

         SECTION 1.3. Rules of Construction. Unless the context otherwise
requires:

         (i)    a term has the meaning assigned to it;

         (ii)   an accounting term not otherwise defined has the meaning
     assigned to it in accordance with generally accepted accounting principles
     as in effect from time to time;



                                       3
<PAGE>

         (iii)  "or" is not exclusive;

         (iv)   "including" means including without limitation; and

         (v)    words in the singular include the plural and words in the plural
     include the singular.


                                   ARTICLE II

                                    The Notes
                                    ---------

         SECTION 2.1. Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes shall be in substantially the forms set forth
in Exhibits A-1, A-2, A-3, A-4, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibits A-1, A-2, A-3, A-4 and A-5 respectively, are
part of the terms of this Indenture.

         SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by an authorized representative of the Owner
Trustee. The signature of any such authorized representative on the Notes may be
manual or facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time authorized representatives of the Owner Trustee shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

         The Indenture Trustee shall, upon receipt of the Policy and the Issuer
Order, authenticate and deliver (i) Class A-1 Notes for original issue in an
aggregate principal amount of $48,000,000, (ii) Class A-2 Notes for original
issue in an aggregate principal amount of $84,200,000, (iii) Class A-3 Notes for
original issue in an aggregate principal amount of $44,000,000 and (iv) Class
A-4 Notes for original issue in an aggregate principal amount of $73,800,000.
The Notes outstanding at any time may not exceed such amounts except as provided
in Section 2.5.

         The Notes shall be issuable as registered Notes. The Class A Notes will
be issuable in minimum denominations of one hundred thousand dollars ($100,000)
and integral multiples of one thousand dollars ($1,000) in excess thereof.


                                       4
<PAGE>


         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual or facsimile signature of one of
its authorized signatories, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

         SECTION 2.3. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute and, upon receipt of an Issuer Order, the
Indenture Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

         SECTION 2.4. Registration; Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers and
exchanges of Notes. The Indenture Trustee shall be "Note Registrar" for the
purpose of registering Notes and transfers and exchanges of Notes as herein
provided. Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties of Note Registrar.

         If a Person other than the Indenture Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to
conclusively rely upon a certificate executed on behalf of the Note Registrar by
an authorized signatory thereof as to the names and addresses of the Noteholders
of the Notes and the principal amounts and number of such Notes.

         No transfer of a Note shall be made to any Person unless the Indenture
Trustee has received a certificate (substantially in the form of Exhibit C
hereto) from such transferee to the effect that such transferee (a) is not a
Plan, and is not acting on behalf of or investing the assets of a Plan or (b) is
entitled to exemptive relief pursuant to a Department of Labor prohibited
transaction class exemption with respect to its acquisition and continued
holding of such Class A Note. The preparation and delivery of the certificate
referred to above shall not be an expense of the Indenture Trustee or the
Transferor but shall be borne by the transferee. Each



                                       5
<PAGE>


transferee of a beneficial ownership interest in a book-entry Note shall be
deemed to make one of the foregoing representations and shall not be required to
deliver the certificate referred to above.

         (b) With respect to the Notes held in book-entry form, the Notes shall
be registered in the name of a nominee designated by the Clearing Agency (and
may be aggregated as to denominations with other Notes held by the Clearing
Agency). With respect to Notes held in book-entry form:

               (1) the Note Registrar and the Indenture Trustee will be entitled
         to deal with the Clearing Agency for all purposes of this Indenture
         (including the payment of principal of and interest on the Notes and
         the giving of instructions or directions hereunder) as the sole holder
         of the Notes, and shall have no obligation to the Note Owners;

               (2) the rights of Note Owners will be exercised only through the
         Clearing Agency and will be limited to those established by law and
         agreements between such Note Owners and the Clearing Agency and/or the
         Clearing Agency Participants pursuant to the Depository Agreement; and

               (3) whenever this Indenture or any of the Basic Documents
         requires or permits actions to be taken based upon instructions or
         directions of Holders of Notes evidencing a specified percentage of the
         Note Balance, the Clearing Agency will be deemed to represent such
         percentage only to the extent that it has received instructions to such
         effect from Note Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in the Notes and has delivered such instructions to the
         Indenture Trustee.

         Neither the Indenture Trustee nor the Note Registrar shall have any
responsibility to monitor or restrict the transfer of beneficial ownership in
any Note an interest in which is transferable through the facilities of the
Clearing Agency.

         If (i)(A) the Issuer advises the Indenture Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Notes as described in the Depository
Agreement and (B) the Issuer is unable to locate a qualified successor with
respect to which (unless a Note Insurer Default has occurred and is continuing)
the Note Insurer has provided its prior written consent, (ii) the Issuer at its
option advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) after the occurrence of
an Event of Default, the Note Insurer (or, if a Note Insurer Default has
occurred and is continuing, the Majorityholders) advise the Indenture Trustee
and the Clearing Agency through the Clearing Agency Participants in writing that
the continuation of a book-entry system through the Clearing Agency with respect
to such class is no longer in the best interests of the related Note Owners,
then the Indenture Trustee shall notify all such Note Owners, through the
Clearing Agency, and the Note Insurer of the occurrence of any such event and of
the availability of Definitive Notes to such Note Owners requesting the same.
Upon surrender to the Indenture Trustee of the related Notes by the Clearing
Agency accompanied by registration instructions from the Clearing Agency, the
Issuer shall issue definitive Notes and deliver such definitive Notes in
accordance with the instructions of the



                                       6
<PAGE>


Clearing Agency. None of the Issuer, the Note Registrar nor the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee
shall not be liable if the Transferor is unable to locate a qualified successor
Clearing Agency.

         (c) Upon surrender for registration of transfer of any Note at the
Corporate Trust Office, the Indenture Trustee shall have the Issuer execute, and
the Indenture Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes in authorized
denominations of a like aggregate principal amount.

         (d) At the option of a Noteholder, such Holder's Notes may be exchanged
for other Notes in authorized denominations of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at any such office or
agency. Whenever any Notes are so surrendered for exchange, the Indenture
Trustee shall have the Issuer execute, and the Indenture Trustee shall
authenticate and deliver the Notes that the Noteholder making the exchange is
entitled to receive. Every Note presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Issuer, the Indenture Trustee and the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.

         (e) All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

         (f) No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes.

         (g) The preceding provisions of this section notwithstanding, the
Issuer shall not be required to make, and the Note Registrar shall not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If (a) any
mutilated Note shall be surrendered to the Note Registrar, or if the Note
Registrar shall receive evidence to its satisfaction of the destruction, loss,
or theft of any Note and (b) there shall be delivered to the Note Registrar, the
Indenture Trustee and 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 Note shall have been acquired by a bona fide purchaser, the Issuer
shall execute, and the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
new Note of like tenor and denomination. In connection with the issuance of any
new Note under this Section 2.5, the Indenture Trustee and the Note 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
Note issued


                                       7
<PAGE>

pursuant to this Section 2.5 shall constitute valid obligations of the Issuer,
evidencing the same debt and entitled to the same benefits of this Indenture, as
if originally issued, whether or not the lost, stolen, or destroyed Note shall
be found at any time.

         SECTION 2.6. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Note Insurer and any agent of Issuer, the Indenture Trustee and the Note Insurer
may treat the Person in whose name any Note is registered (as of the Record
Date) as the owner of such Note for the purpose of receiving payments of
principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the
Note Insurer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.

         SECTION 2.7. Access to List of Noteholders' Names and Addresses. The
Indenture Trustee shall furnish or cause to be furnished to the Servicer or the
Note Insurer, at the expense of the Issuer, within 15 days after receipt by the
Indenture Trustee of a request therefor from the Servicer or the Note Insurer,
as the case may be, in writing, a list of the names and addresses of the
Noteholders as of the most recent Record Date. If three or more Class A
Noteholders, or one or more Class A Noteholders evidencing not less than 25% of
the Class A Note Balance apply in writing to the Indenture Trustee, and such
application states that the applicants desire to communicate with other
Noteholders with respect to their rights under this Indenture or under the Notes
and such application shall be accompanied by a copy of the communication that
such applicants propose to transmit, then the Indenture Trustee shall, within
five Business Days after the receipt for such application, afford such
applicants access during normal business hours to the current list of
Noteholders. Each Holder, by receiving and holding a Note, shall be deemed to
have agreed to hold none of the Issuer, the Servicer, the Note Insurer, the Note
Registrar or the Indenture Trustee accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was
derived.

         SECTION 2.8. Maintenance of Office or Agency. The Indenture Trustee
shall maintain in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Indenture
Trustee in respect of the Notes and this Indenture may be served. The Indenture
Trustee initially designates its office located at 4 New York Plaza, 6th Floor,
New York, New York 10004, as its office for such purposes. The Indenture Trustee
shall give prompt written notice to the Issuer and to Noteholders of any change
in the location of the Note Register or any such office or agency.

         SECTION 2.9. Payment of Principal and Interest; Defaulted Interest.

         (a) The Notes shall accrue interest as provided in the forms of the
Notes set forth in Exhibits A-1, A-2, A-3, A-4 and A-5, respectively, and such
interest shall be due and payable on each Payment Date, as specified therein.
Any installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid as set forth in Section 5.6 of the Sale and Servicing
Agreement.



                                       8
<PAGE>

         (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in the forms of the Notes. Notwithstanding the
foregoing, the entire unpaid Note Balance of each Class of Notes shall be due
and payable, if not previously paid, on the date on which an Event of Default
shall have occurred and be continuing, if the Controlling Party has declared the
Notes to be immediately due and payable in the manner provided in Section 5.2.
In such an event, all principal payments on each Class of Notes shall be made
pro rata to the Noteholders of each such Class entitled thereto. Upon written
notice from the Issuer, the Indenture Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Payment Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Payment Date and shall specify
that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

         (c) If the Issuer defaults in a payment of interest on the Notes, and
such default is waived by the Controlling Party, the Issuer shall pay the Class
A-1 Interest Carryover Shortfall, the Class A-2 Interest Carryover Shortfall,
the Class A-3 Interest Carryover Shortfall and the Class A-4 Interest Carryover
Shortfall to the related Noteholders, as applicable, on the immediately
following Payment Date.

         (d) Promptly following the date on which all principal of and interest
on the Class A Notes has been paid in full and the Class A Notes have been
surrendered to the Indenture Trustee, the Indenture Trustee shall, if the Note
Insurer has paid any amount in respect of the Class A Notes under the Policy or
otherwise which has not been reimbursed to it, deliver such surrendered Class A
Notes to the Note Insurer.

         SECTION 2.10. Cancellation. Subject to Section 2.9(d), all Notes
surrendered for payment, registration of transfer, exchange or redemption shall,
if surrendered to any Person other than the Indenture Trustee, be delivered to
the Indenture Trustee and shall be promptly canceled by the Indenture Trustee.
Subject to Section 2.9(d), the Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section, except as expressly permitted by this Indenture.
Subject to Section 2.9(d), all canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall timely direct by an Issuer
Order that such Notes be destroyed or returned to it; provided that such Notes
have not been previously disposed of by the Indenture Trustee prior to its
receipt of such Issuer Order.

         SECTION 2.11. Release of Pledged Property. The Indenture Trustee shall,
on or after the Termination Date, release and cause the Trust Collateral Agent
to release any remaining portion of the Pledged Property from the lien created
by this Indenture and deposit in the Collection Account any funds then on
deposit in any of the other Accounts. The Indenture Trustee shall release
property from the lien created by this Indenture pursuant to this Section



                                       9
<PAGE>


2.11 only upon receipt of an Issuer Request and, if required by the TIA,
Independent Certificates in accordance with Section 314(c) and 314(d)(1) of the
TIA.


                                   ARTICLE III

                                    Covenants
                                    ---------

         SECTION 3.1. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes and the Class C
Certificate in accordance with the terms of the Notes, the Class C Certificate,
the Trust Agreement and this Indenture. Without limiting the foregoing, the
Issuer will cause to be distributed on each Payment Date (a) all amounts on
deposit in the Note Account deposited therein pursuant to the Sale and Servicing
Agreement for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders,
(ii) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (iii)
for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders and (iv)
for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders and (b) all
amounts on deposit in the Note Account for the benefit of the Class C
Certificate, including, without limitation, all amounts released or withdrawn
from the Supplemental Enhancement Account pursuant to the Sale and Servicing
Agreement to the Class C Certificate, or once the Class C Certificate Balance is
reduced to zero and all interest and other amounts due and payable on the Class
C Certificate has been paid in full, to the Class R Certificateholder. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
or the Class C Certificateholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder or Class C
Certificateholder for all purposes of this Indenture.

         SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, the City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

         SECTION 3.3. Money for Payments to be Held in Trust. On or before each
Payment Date and Redemption Date, the Issuer shall deposit or cause to be
deposited in the Note Account from the Collection Account an aggregate sum
sufficient to pay the amounts then becoming due under the Notes and the Class C
Certificate, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Note Paying Agent is the Indenture Trustee)
shall promptly notify the Indenture Trustee of its action or failure so to act.

         The Issuer will cause each Note Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee and the Note Insurer an
instrument in which such Note Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as



                                       10
<PAGE>


Note Paying Agent, it hereby so agrees), subject to the provisions of this
Section, that such Note Paying Agent will:

               (i) hold all sums held by it for the payment of amounts due with
         respect to the Notes and the Class C Certificate in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided and pay
         such sums to such Persons as herein provided;

               (ii) give the Indenture Trustee notice of any default by the
         Issuer (or any other obligor upon the Notes) or the Class C Certificate
         of which it has actual knowledge in the making of any payment required
         to be made with respect to the Notes or the Class C Certificate;

               (iii) at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Note Paying Agent;

               (iv) immediately resign as a Note Paying Agent and forthwith pay
         to the Indenture Trustee all sums held by it in trust for the payment
         of the Notes or the Class C Certificate if at any time it ceases to
         meet the standards required to be met by a Note Paying Agent at the
         time of its appointment; and

               (v) comply with all requirements of the Code with respect to the
         withholding from any payments made by it on any Notes or the Class C
         Certificate of any applicable withholding taxes imposed thereon and
         with respect to any applicable reporting requirements in connection
         therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums
held in trust by such Note Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Note
Paying Agent; and upon such a payment by any Note Paying Agent to the Indenture
Trustee, such Note Paying Agent shall be released from all further liability
with respect to such money.

         Subject to applicable laws with respect to the escheat of funds, any
money held by the Indenture Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuer on Issuer Request with the consent of the
Note Insurer (unless a Note Insurer Default shall have occurred and be
continuing) and shall be deposited by the Indenture Trustee in the Collection
Account; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of
the amounts so paid to the Issuer), and all liability of the Indenture Trustee
or such Note Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that if such money or any portion thereof had been
previously deposited by the Note Insurer or the Trust Collateral Agent with the
Indenture Trustee for the payment of principal or interest on the Class A Notes
or the Class C Certificate, to the extent any amounts are owing to the Note
Insurer, such amounts shall be paid promptly to the




                                       11
<PAGE>


Note Insurer upon the Indenture Trustee's receipt of a written request by the
Note Insurer to such effect; and provided, further, that the Indenture Trustee
or such Note Paying Agent, before being required to make any such repayment,
shall at the expense of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in New York, New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
thirty (30) days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Indenture Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including, but not limited to, mailing
notice of such repayment to Holders whose Notes have been called but have not
been surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Note Paying Agent, at the last address of record for each such
Holder).

         SECTION 3.4. Existence. Except as otherwise permitted by the provisions
of Section 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware (unless
it becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other state or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Class C Certificate, the Pledged Property and each other instrument
or agreement included in the Trust Assets.

         SECTION 3.5. Protection of Pledged Property. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Indenture
Trustee for the benefit of the Note Insurer, the Class C Certificateholder and
the Noteholders to be prior to all other liens in respect of the Trust Assets,
and the Issuer shall take all actions necessary to obtain and maintain, in favor
of the Indenture Trustee, for the benefit of the Note Insurer, the Class C
Certificateholder and the Noteholders, a first lien on and a first priority,
perfected security interest in the Pledged Property. The Issuer will from time
to time prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

               (i) provide further assurance with respect to the Grant and/or
         Grant more effectively all or any portion of the Pledged Property or
         maintain the Pledged Property free and clear of all prior liens;

               (ii) maintain or preserve the lien and security interest (and the
         priority thereof) in favor of the Indenture Trustee for the benefit of
         the Noteholders, the Class C Certificateholder and the Note Insurer
         created by this Indenture or carry out more effectively the purposes
         hereof;

               (iii) perfect, publish notice of or protect the validity of any
         Grant made or to be made by this Indenture;

               (iv) enforce any of the Pledged Property;



                                       12
<PAGE>

               (v) preserve and defend title to the Pledged Property and the
         rights of the Indenture Trustee in such Pledged Property against the
         claims of all persons and parties; and

               (vi) pay all taxes or assessments levied or assessed upon the
         Pledged Property when due.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by the Indenture Trustee pursuant to this Section.

         SECTION 3.6. Opinions as to Pledged Property.

         (a) On the Closing Date, the Issuer shall furnish to the Indenture
Trustee and the Note Insurer an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the first priority lien and security interest in
favor of the Indenture Trustee, for the benefit of the Noteholders, the Class C
Certificateholder and the Note Insurer, created by this Indenture and reciting
the details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.

         (b) Within 120 days after the beginning of each calendar year,
beginning with the calendar year beginning January 1, 2004, the Issuer shall
furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until January 30 in the following calendar
year.

         SECTION 3.7. Performance of Obligations; Servicing of Receivables. (a)
The Issuer will not take any action and will use its best efforts not to permit
any action to be taken by others that would release any Person from any of such
Person's material covenants or obligations under any instrument or agreement
included in the Pledged Property or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.

         (b) The Issuer may contract with other Persons acceptable to the Note
Insurer (so long as no Note Insurer Default shall have occurred and be
continuing) to assist it in



                                       13
<PAGE>


performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee and the Note Insurer in an
Officer's Certificate of the Issuer shall be deemed to be action taken by the
Issuer. Initially, the Issuer has contracted with the Servicer to assist the
Issuer in performing its duties under this Indenture.

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Pledged Property, including,
but not limited to, preparing (or causing to prepared) and filing (or causing to
be filed) all UCC financing statements and continuation statements required to
be filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of the Indenture Trustee or the Note Insurer (or if
a Note Insurer Default has occurred and is continuing, the Majorityholders).

         (d) If a responsible officer of the Owner Trustee shall have actual
knowledge of the occurrence of a Servicer Termination Event under the Sale and
Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the
Note Insurer and the Rating Agencies thereof in accordance with Section 11.4,
and shall specify in such notice the action, if any, the Issuer is taking in
respect of such default. If a Servicer Termination Event shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Sale and Servicing Agreement with respect to the Receivables, the Issuer shall
take all reasonable steps available to it to remedy such failure.

         (e) The Issuer agrees that it will not waive timely performance or
observance by the Servicer or the Transferor of their respective duties under
the Basic Documents (x) without the prior consent of the Note Insurer (unless a
Note Insurer Default shall have occurred and be continuing) or (y) if the effect
thereof would adversely affect the Holders of the Notes or the Class C
Certificates.

         SECTION 3.8. Negative Covenants. So long as any Notes or the Class C
Certificate are outstanding, the Issuer shall not:

               (i) except as expressly permitted by this Indenture or the Basic
         Documents, sell, transfer, exchange or otherwise dispose of any of the
         properties or assets of the Issuer, including those included in the
         Pledged Property, unless directed to do so by the Controlling Party;

               (ii) claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Notes or the Class C
         Certificate (other than amounts properly withheld from such payments
         under the Code) or assert any claim against any present or former
         Noteholder or Class C Certificateholder by reason of the payment of the
         taxes levied or assessed upon any part of the Pledged Property;

               (iii) (A) permit the validity or effectiveness of this Indenture
         to be impaired, or permit the lien in favor of the Indenture Trustee
         created by this Indenture to be amended, hypothecated, subordinated,
         terminated or discharged, or permit any Person to



                                       14
<PAGE>


         be released from any covenants or obligations with respect to the Notes
         or the Class C Certificate under this Indenture except as may be
         expressly permitted hereby, (B) permit any lien, charge, excise, claim,
         security interest, mortgage or other encumbrance (other than the lien
         of this Indenture) to be created on or extend to or otherwise arise
         upon or burden the Pledged Property or any part thereof or any interest
         therein or the proceeds thereof (other than tax liens, mechanics' liens
         and other liens that arise by operation of law, in each case on a
         Financed Vehicle and arising solely as a result of an action or
         omission of the related Obligor), (C) permit the lien of this Indenture
         not to constitute a valid first priority (other than with respect to
         any such tax, mechanics' or other lien) security interest in the
         Pledged Property or (D) amend, modify or fail to comply with the
         provisions of the Basic Documents without the prior written consent of
         the Controlling Party;

               (iv) engage in any business or activity other than as permitted
         by the Trust Agreement;

               (v) incur or assume any indebtedness or guarantee any
         indebtedness of any Person, except for such indebtedness incurred
         pursuant to Section 3.10; or

               (vi) dissolve or liquidate in whole or in part or merge or
         consolidate with any other Person, other than in compliance with
         Section 3.10.

SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee and the Note Insurer, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2003), and otherwise in compliance with the requirements of Section 314(a)(4) of
the TIA, an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

               (i) a review of the activities of the Issuer during such year and
         of performance under this Indenture has been made under such Authorized
         Officer's supervision; and

               (ii) to the best of such Authorized Officer's knowledge, based on
         such review, the Issuer has complied with all conditions and covenants
         under this Indenture throughout such year, or, if there has been a
         default in the compliance of any such condition or covenant, specifying
         each such default known to such Authorized Officer and the nature and
         status thereof.

         SECTION 3.10. Issuer May Consolidate, Etc. Only on Certain Terms. (a)
The Issuer shall not consolidate or merge with or into any other Person, unless:

               (i) the Person (if other than the Issuer) formed by or surviving
         such consolidation or merger shall be a Person organized and existing
         under the laws of the United States of America or any state and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Indenture Trustee, in form satisfactory to the
         Indenture Trustee and the Note Insurer (so long as no Note Insurer
         Default shall have occurred and be continuing), the due and punctual
         payment of the principal of and interest on all Notes and the Class C
         Certificate and the performance or observance of



                                       15
<PAGE>

         every agreement and covenant of this Indenture on the part of the
         Issuer to be performed or observed, all as provided herein;

               (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

               (iii) the Rating Agency Condition shall have been satisfied with
         respect to such transaction;

               (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee and the
         Note Insurer (so long as no Note Insurer Default shall have occurred
         and be continuing)) to the effect that such transaction will not have
         any material adverse tax consequence to the Trust, the Note Insurer,
         any Noteholder or any Certificateholder;

               (v) any action as is necessary to maintain the lien and security
         interest created by this Indenture shall have been taken;

               (vi) the Issuer shall have delivered to the Indenture Trustee and
         the Note Insurer an Officer's Certificate and an Opinion of Counsel
         each stating that such consolidation or merger and such supplemental
         indenture comply with this Article III and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with (including any filing required by the Exchange Act); and

               (vii) so long as no Note Insurer Default shall have occurred and
         be continuing, the Issuer shall have given the Note Insurer written
         notice of such conveyance or transfer at least twenty (20) Business
         Days prior to the consummation of such action and shall have received
         the prior written approval of the Note Insurer of such conveyance or
         transfer and the Issuer or the Person (if other than the Issuer) formed
         by or surviving such conveyance or transfer has a net worth,
         immediately after such conveyance or transfer, that is (a) greater than
         zero and (b) not less than the net worth of the Issuer immediately
         prior to giving effect to such conveyance or transfer.

               (b) The Issuer shall not convey or transfer all or substantially
all of its properties or assets, including those included in the Pledged
Property, to any Person, unless:

               (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer the conveyance or transfer of which
         is hereby restricted shall (A) be a United States citizen or a Person
         organized and existing under the laws of the United States of America
         or any state, (B) expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Indenture Trustee, in form
         satisfactory to the Indenture Trustee, and the Note Insurer (so long as
         no Note Insurer Default shall have occurred and be continuing), the due
         and punctual payment of the principal of and interest on all Notes and
         the Class C Certificate and the performance or observance of every
         agreement and covenant of this Indenture and each of the Basic
         Documents on the part of the Issuer to be performed or observed, all as
         provided herein, (C) expressly agree by means of such supplemental
         indenture that all right, title and interest so conveyed or transferred
         shall be subject and subordinate to the rights of Holders of the Notes
         and the


                                       16
<PAGE>


         Class C Certificateholder, and (D) unless otherwise provided in such
         supplemental indenture, expressly agree to indemnify, defend and hold
         harmless the Issuer against and from any loss, liability or expense
         arising under or related to this Indenture, the Notes and the Class C
         Certificate;

               (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

               (iii) the Rating Agency Condition shall have been satisfied with
         respect to such transaction;

               (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee and the
         Note Insurer (so long as no Note Insurer Default shall have occurred
         and be continuing)) to the effect that such transaction will not have
         any material adverse tax consequence to the Trust, the Note Insurer,
         any Noteholder or any Certificateholder;

               (v) any action as is necessary to maintain the lien and security
         interest created by this Indenture shall have been taken;

               (vi) the Issuer shall have delivered to the Indenture Trustee and
         the Note Insurer an Officers' Certificate and an Opinion of Counsel
         each stating that such conveyance or transfer and such supplemental
         indenture comply with this Article III and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with; and

               (vii) so long as no Note Insurer Default shall have occurred and
         be continuing, the Issuer shall have given the Note Insurer written
         notice of such conveyance or transfer at least twenty (20) Business
         Days prior to the consummation of such action and shall have received
         the prior written approval of the Note Insurer of such consolidation or
         merger and the Issuer or the Person (if other than the Issuer) formed
         by or surviving such consolidation or merger has a net worth,
         immediately after such consolidation or merger, that is (a) greater
         than zero and (b) not less than the net worth of the Issuer immediately
         prior to giving effect to such consolidation or merger.

               SECTION 3.11. Successor or Transferee. (a) Upon any consolidation
or merger of the Issuer in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

               (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10 (b), Long Beach Acceptance
Auto Receivables Trust 2003-B will be released from every covenant and agreement
of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes or the Class C Certificate, as the case may be, immediately
upon the delivery of written notice to the Indenture Trustee stating that Long
Beach Acceptance Auto Receivables Trust 2003-B is to be so released.


                                       17
<PAGE>


               SECTION 3.12. No Other Business. The Issuer shall not engage in
any business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the Basic Documents
and activities incidental thereto. After the Closing Date, the Issuer shall not
fund the acquisition of any additional Receivables.

               SECTION 3.13. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes, (ii) obligations owing from time to time
to the Note Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Basic Documents. The proceeds of
the Notes and the Class C Certificate shall be used exclusively to fund the
Issuer's acquisition of the Receivables and the other assets specified in the
Sale and Servicing Agreement, to fund the Spread Account, to fund the
Supplemental Enhancement Account and to pay the Issuer's organizational,
transactional and start-up expenses.

               SECTION 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.7 of the Sale and
Servicing Agreement.

               SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

               SECTION 3.16. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

               SECTION 3.17. Compliance with Laws. The Issuer shall comply with
the requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
Basic Document.

               SECTION 3.18. Restricted Payments. The Issuer shall not, directly
or indirectly, (i) pay any dividend or make any payment (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, payments to the
Servicer, the Owner Trustee, the Trust Collateral Agent, the Back-up Servicer,
the Custodian, the Indenture Trustee, the Note Insurer, the Noteholders and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement, the Spread Account
Agreement or Trust Agreement.


                                       18
<PAGE>


The Issuer will not, directly or indirectly, make payments to or payments from
the Collection Account except in accordance with this Indenture and the Basic
Documents.

               SECTION 3.19. Notice of Events of Default. Upon a responsible
officer of the Owner Trustee having actual knowledge or receipt of written
notice thereof, the Issuer agrees to give the Indenture Trustee, the Trust
Collateral Agent, the Note Insurer and the Rating Agencies prompt written notice
of each Event of Default hereunder and each default on the part of the Servicer
or the Transferor of its obligations under the Sale and Servicing Agreement.

               SECTION 3.20. Further Instruments and Acts. Upon request of the
Indenture Trustee or the Note Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

               SECTION 3.21. Income Tax Characterization. For purposes of
federal income, state and local income and franchise and any other income taxes,
the Issuer will treat, and each Noteholder by its acceptance of a Note will be
deemed to have agreed to treat the Notes as indebtedness and hereby instructs
the Indenture Trustee to treat the Notes as indebtedness for all applicable tax
reporting purposes.

                                   ARTICLE IV

                           Satisfaction and Discharge
                           --------------------------

               SECTION 4.1. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes and the
Class C Certificate except as to (i) rights of registration of transfer and
exchange of the Notes, (ii) substitution of mutilated, destroyed, lost or stolen
Notes, (iii) rights of Noteholders and the Class C Certificateholder to receive
payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5,
3.8, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the rights, obligations and immunities
of the Indenture Trustee hereunder (including the rights of the Indenture
Trustee under Section 6.7 and the obligations of the Indenture Trustee under
Section 4.2) and (vi) the rights of Noteholders and the Class C
Certificateholder as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes and the Class C Certificate, when:

                       (A) either

                       (1) all Notes theretofore authenticated and delivered
               (other than (i) Notes that have been destroyed, lost or stolen
               and that have been replaced or paid as provided in Section 2.5
               and (ii) Notes for whose payment money has theretofore been
               deposited in trust or segregated and held in trust by the Issuer
               and thereafter repaid to the Issuer or discharged from such
               trust, as provided in Section 3.3) have been delivered to the
               Indenture Trustee for cancellation, the Class C Certificate
               therefore authenticated and delivered as provided in the Trust
               Agreement has been delivered to the Owner Trustee for
               cancellation and the Policy has expired and been returned to the
               Note Insurer for cancellation; or


                                       19
<PAGE>

                       (2) all Notes or the Class C Certificate not theretofore
               delivered to the Indenture Trustee for cancellation

                       (i) have become due and payable,

                       (ii) will become due and payable on the Class A-1 Final
               Scheduled Payment Date, the Class A-2 Final Scheduled Payment
               Date, the Class A-3 Final Scheduled Payment Date or the Class A-4
               Final Scheduled Payment Date, as applicable, within one year, or

                       (iii) are to be called for redemption within one year
               under arrangements satisfactory to the Indenture Trustee for the
               giving of notice of redemption by the Indenture Trustee in the
               name, and at the expense, of the Issuer,

               and the Issuer, in the case of (i), (ii) or (iii) above, has
               irrevocably deposited or caused to be irrevocably deposited with
               the Indenture Trustee cash or direct obligations of or
               obligations guaranteed by the United States of America (which
               will mature prior to the date such amounts are payable), in trust
               for such purpose, in an amount sufficient to pay and discharge
               the entire indebtedness on such Notes not theretofore delivered
               to the Indenture Trustee for cancellation when due on the Class
               A-1 Final Scheduled Payment Date, Class A-2 Final Scheduled
               Payment Date, Class A-3 Final Scheduled Payment Date or Class A-4
               Final Scheduled Payment Date, as applicable or Redemption Date
               (if Notes shall have been called for redemption pursuant to
               Section 10.1(a)), as the case may be;

                       (B) the Issuer has paid or caused to be paid all its
               obligations to the Note Insurer, the Noteholders, the Class C
               Certificateholder and the Indenture Trustee; and

                       (C) the Issuer has delivered to the Indenture Trustee and
               the Note Insurer an Officer's Certificate and an Opinion of
               Counsel and, if required by the TIA, an Independent Certificate
               from a firm of certified public accountants, each meeting the
               applicable requirements of Section 11.1(a) and each stating that
               all conditions precedent herein provided for relating to the
               satisfaction and discharge of this Indenture have been complied
               with.

               SECTION 4.2. Application of Trust Money. All moneys deposited
with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes, the Class C
Certificate and this Indenture, to the payment, either directly or through any
Note Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes or Certificate for the payment or redemption of which such
moneys have been deposited with the Indenture Trustee, of all sums due and to
become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

               SECTION 4.3. Repayment of Moneys Held by Note Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all



                                       20
<PAGE>

moneys then held by any Note Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.3 and thereupon such Note Paying Agent shall be released from all
further liability with respect to such moneys.

                                   ARTICLE V

                                    Remedies
                                    --------

               SECTION 5.1. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (i) default in the payment of any Note Interest when the same
       becomes due and payable, and such default shall continue for a period of
       five (5) days (solely for purposes of this clause, a payment on the Class
       A Notes funded by the Note Insurer or funded from amounts on deposit in
       the Supplemental Enhancement Account pursuant to the Sale and Servicing
       Agreement, or the Spread Account pursuant to the Spread Account
       Agreement, shall be deemed to be a payment made by the Issuer; or

               (ii) default in the payment of the Principal Payment Amount, on
       the Class A-1 Final Scheduled Payment Date, the Class A-2 Final Scheduled
       Payment Date, the Class A-3 Final Scheduled Payment Date or the Class A-4
       Final Scheduled Payment Date, as the case may be (solely for purposes of
       this clause, a payment on the Class A Notes funded by the Note Insurer or
       funded from amounts on deposit in the Supplemental Enhancement Account
       pursuant to the Sale and Servicing Agreement, or the Spread Account
       pursuant to the Spread Account Agreement, shall be deemed to be a payment
       made by the Issuer; or

               (iii) so long as a Note Insurer Default shall not have occurred
       and be continuing, an Insurance Agreement Indenture Cross Default shall
       have occurred; provided, however, that the occurrence of an Insurance
       Agreement Indenture Cross Default may not form the basis of an Event of
       Default unless the Note Insurer shall, upon prior written notice to the
       Rating Agencies, have delivered to the Issuer and the Indenture Trustee
       and not rescinded a written notice specifying that such Insurance
       Agreement Indenture Cross Default constitutes an Event of Default under
       this Indenture; or

               (iv) so long as a Note Insurer Default shall not have occurred
       and be continuing, a default in the observance or performance of any
       covenant or agreement of the Issuer made in this Indenture (other than a
       covenant or agreement, a default in the observance or performance of
       which is elsewhere in this Section specifically dealt with), or any
       representation or warranty of the Issuer made in this Indenture or in any
       certificate or other writing delivered under or in connection with this
       Indenture proving to have been incorrect in any material respect when
       made, and such default continuing or not being cured, or the
       circumstances or conditions for which the representation or warranty was
       incorrect not having been eliminated or otherwise cured for a period of
       thirty (30) days



                                       21
<PAGE>


       after the date on which written notice of such default or incorrect
       representation or warranty, requiring the same to be remedied, shall have
       been given to the Issuer and the Indenture Trustee by the Note Insurer
       (or if a Note Insurer Default has occurred and is continuing, by the
       Noteholders evidencing not less than 25% of the Class A Note Balance or
       after the Policy Expiration Date, by the Class C Certificateholder; or

               (v) so long as a Note Insurer Default shall have occurred and be
       continuing, the filing of a decree or order for relief by a court having
       jurisdiction in the premises in respect of the Issuer or any substantial
       part of the Pledged Property in an involuntary case under any applicable
       federal or state bankruptcy, insolvency or other similar law now or
       hereafter in effect, or appointing a receiver, liquidator, assignee,
       custodian, trustee, sequestrator or similar official of the Issuer or for
       any substantial part of the Pledged Property, or ordering the winding-up
       or liquidation of the Issuer's affairs, and such decree or order shall
       remain unstayed and in effect for a period of sixty (60) consecutive
       days; or

               (vi) so long as a Note Insurer Default shall have occurred and be
       continuing, the commencement by the Issuer of a voluntary case under any
       applicable federal or state bankruptcy, insolvency or other similar law
       now or hereafter in effect, or the consent by the Issuer to the entry of
       an order for relief in an involuntary case under any such law, or the
       consent by the Issuer to the appointment or taking possession by a
       receiver, liquidator, assignee, custodian, trustee, sequestrator or
       similar official of the Issuer or for any substantial part of the Pledged
       Property, or the making by the Issuer of any general assignment for the
       benefit of creditors, or the failure by the Issuer generally to pay its
       debts as such debts become due, or the taking of action by the Issuer in
       furtherance of any of the foregoing.

               SECTION 5.2. Rights Upon Event of Default. (a) If a Note Insurer
Default shall not have occurred and be continuing and an Event of Default shall
have occurred and be continuing, the Notes shall become immediately due and
payable at par, together with accrued interest thereon. If an Event of Default
shall have occurred and be continuing, the Controlling Party may exercise any of
the remedies specified in Section 5.4(a). In the event of any acceleration of
any Class A Notes by operation of this Section 5.2, the Indenture Trustee shall
continue to be entitled to make claims under the Policy pursuant to the Sale and
Servicing Agreement for Scheduled Payments on the Class A Notes. Payments under
the Policy following acceleration of any Class A Notes shall be applied by the
Indenture Trustee:

               FIRST: to Class A Noteholders for amounts due and unpaid on the
       Class A Notes for interest, ratably, without preference or priority of
       any kind, according to the amounts due and payable on the Class A Notes
       for interest; and

               SECOND: to Class A Noteholders for amounts due and unpaid on the
       Class A Notes for principal, ratably, without preference or priority of
       any kind, according to the amounts due and payable on the Class A Notes
       for principal.

               (b) In the event any Class A Notes are accelerated due to an
Event of Default, the Note Insurer shall have the right (in addition to its
obligation to pay Scheduled Payments on the Class A Notes in accordance with the
Policy), but not the obligation, to make payments under the Policy or otherwise
of interest and principal due on such Class A Notes, in whole or in part,


                                       22
<PAGE>


on any date or dates following such acceleration as the Note Insurer, in its
sole discretion, shall elect.

               (c) If a Note Insurer Default shall have occurred and be
continuing and an Event of Default shall have occurred and be continuing, the
Indenture Trustee in its discretion may, or if so requested in writing by the
Majorityholders shall, declare by written notice to the Issuer that the Notes
become, whereupon they shall become, immediately due and payable at par, in
accordance with the priorities set forth in Section 5.6, together with accrued
interest thereon.

               (d) If a Note Insurer Default shall have occurred and be
continuing, then at any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V;
provided, the Majorityholders, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

               (i) the Issuer has paid or deposited with the Indenture Trustee a
       sum sufficient to pay:

                            (A) all payments of principal of and interest on all
                   Notes and all other amounts that would then be due hereunder
                   or upon such Notes if the Event of Default giving rise to
                   such acceleration had not occurred; and

                            (B) all sums paid or advanced by the Indenture
                   Trustee hereunder and the reasonable compensation, expenses,
                   disbursements and advances of the Indenture Trustee and its
                   agents and counsel; and

               (ii) all Events of Default, other than the nonpayment of the
       principal of the Notes that has become due solely by such acceleration,
       have been cured or waived as provided in Section 5.13.

               No such rescission shall affect any subsequent default or impair
any right consequent thereto.

               SECTION 5.3. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in
the payment of any interest on any Note when the same becomes due and payable,
and such default continues for a period of five days, or (ii) default is made in
the payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, the Issuer will pay to the Indenture
Trustee, for the benefit of the Holders of the Notes, the whole amount then due
and payable on such Notes for principal and interest, with interest upon the
overdue principal, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the applicable
Note Rate and in addition thereto such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel.

               (b) Each of the Indenture Trustee and the Note Insurer hereby
irrevocably and unconditionally appoints the Controlling Party as the true and
lawful attorney-in-fact of the Indenture Trustee or the Note Insurer, as
applicable, for so long as neither the Indenture Trustee


                                       23
<PAGE>


nor the Note Insurer is the Controlling Party, with full power of substitution,
to execute, acknowledge and deliver any notice, document, certificate, paper,
pleading or instrument and to do in the name of the Controlling Party as well as
in the name, place and stead of the Indenture Trustee and the Note Insurer such
acts, things and deeds for or on behalf of and in the name of either the
Indenture Trustee or the Note Insurer under this Indenture (including
specifically under Section 5.4) and under the Basic Documents which either the
Indenture Trustee and the Note Insurer could or might do or which may be
necessary, desirable or convenient in such Controlling Party's sole discretion
to effect the purposes contemplated hereunder and under the Basic Documents and,
without limitation, following the occurrence of an Event of Default, exercise
full right, power and authority to take, or defer from taking, any and all acts
with respect to the administration, maintenance or disposition of the Pledged
Property.

               (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may in its discretion but with the consent of the Note
Insurer, so long as no Note Insurer Default is then continuing, and shall, at
the direction of the Controlling Party, proceed to protect and enforce its
rights and the rights of the Noteholders by such appropriate Proceedings as the
Indenture Trustee or the Controlling Party shall deem effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

               (d) Intentionally Omitted.

               (e) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Assets, proceedings under Title 11 of the United States
Code or any other applicable federal or State bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

               (i) to file and prove a claim or claims for the whole amount of
       principal and interest owing and unpaid in respect of the Notes and to
       file such other papers or documents as may be necessary or advisable in
       order to have the claims of the Indenture Trustee (including any claim
       for reasonable compensation to the Indenture Trustee and each predecessor
       Indenture Trustee, and their respective agents, attorneys and counsel,
       and for reimbursement of all expenses and liabilities incurred, and all
       advances made, by the Indenture Trustee and each predecessor Indenture
       Trustee, except as a result of negligence, bad faith or willful
       misconduct) and of the Noteholders allowed in such proceedings;


                                       24
<PAGE>

               (ii) unless prohibited by applicable law and regulations, to vote
       on behalf of the Noteholders in any election of a trustee, a standby
       trustee or person performing similar functions in any such proceedings;

               (iii) to collect and receive any moneys or other property payable
       or deliverable on any such claims and to distribute all amounts received
       with respect to the claims of the Noteholders and of the Indenture
       Trustee on their behalf; and

               (iv) to file such proofs of claim and other papers or documents
       as may be necessary or advisable in order to have the claims of the
       Indenture Trustee or the Noteholders allowed in any judicial proceedings
       relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

               (f) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar person.

               (g) All rights of action and of asserting claims under this
Indenture, the Spread Account Agreement, any other Basic Document or under any
of the Notes, may be enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Indenture
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Holders of the Notes.

               (h) In any proceedings brought by the Indenture Trustee (and also
any proceedings involving the interpretation of any provision of this Indenture,
the Spread Account Agreement or any other Basic Document), the Indenture Trustee
shall be held to represent all the Holders of the Notes, and it shall not be
necessary to make any Noteholder a party to any such proceedings.

               SECTION 5.4. Remedies. (a) If an Event of Default shall have
occurred and be continuing, the Controlling Party may do one or more of the
following (subject to Section 5.5):


                                       25
<PAGE>


               (i) institute Proceedings in its own name and as trustee of an
       express trust for the collection of all amounts then payable on the Notes
       or under this Indenture with respect thereto, whether by declaration or
       otherwise, enforce any judgment obtained, and collect from the Issuer and
       any other obligor upon such Notes moneys adjudged due;

               (ii) institute Proceedings from time to time for the complete or
       partial foreclosure of this Indenture with respect to the Pledged
       Property;

               (iii) exercise any remedies of a secured party under the UCC and
       take any other appropriate action to protect and enforce the rights and
       remedies of the Indenture Trustee, the Note Insurer and the Holders of
       the Notes; and

               (iv) direct the Trust Collateral Agent to sell or otherwise
       liquidate the Pledged Property or any portion thereof or rights or
       interest therein, at one or more public or private sales called and
       conducted in any manner permitted by law; provided, however, that:

                    (A) if the Indenture Trustee is the Controlling Party, the
               Indenture Trustee may not, nor direct the Trust Collateral Agent
               to, sell or otherwise liquidate the Pledged Property following an
               Event of Default unless:

                        (I) such Event of Default is of the type described in
                    Section 5.1(i) or (ii), or

                        (II) either

                               (x)      100% of the Noteholders consent thereto,

                               (y)      the proceeds of such sale or liquidation
                        are sufficient to discharge in full all amounts then due
                        and unpaid upon such Notes for principal and interest,
                        or

                               (z)      the Indenture Trustee determines that
                        the Trust Assets will not continue to provide sufficient
                        funds for the payment of principal of and interest on
                        the Notes as they would have become due if the Notes had
                        not been declared due and payable, and the Indenture
                        Trustee provides prior written notice to the Rating
                        Agencies and obtains the consent of Holders of 66-2/3%
                        of the outstanding Class A Note Balance.

               In determining such sufficiency or insufficiency with respect to
clause (y) and (z), the Indenture Trustee may, but need not, obtain and
conclusively rely upon an opinion of an Independent investment banking or
accounting firm of national reputation, which opinion shall not be at the
expense of the Indenture Trustee, as to the feasibility of such proposed action
and as to the sufficiency of the Pledged Property for such purpose.

               SECTION 5.5. Optional Preservation of the Pledged Property. If
the Indenture Trustee is the Controlling Party and if the Notes have been
declared to be due and payable under Section 5.2 following an Event of Default
and such declaration and its consequences have not



                                       26
<PAGE>


been rescinded and annulled, the Indenture Trustee may, but need not, elect to
direct the Trust Collateral Agent to maintain possession of the Pledged
Property. It is the desire of the parties hereto and the Noteholders that there
be at all times sufficient funds for the payment of principal of and interest on
the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to direct the Trust Collateral Agent to maintain
possession of the Pledged Property. In determining whether to direct the Trust
Collateral Agent to maintain possession of the Pledged Property, the Indenture
Trustee may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation, which
opinion shall not be at the expense of the Indenture Trustee, as to the
feasibility of such proposed action and as to the sufficiency of the Pledged
Property for such purpose.

               SECTION 5.6. Priorities.

               (a) If the Indenture Trustee collects any money or property
pursuant to this Article V (excluding any payments made under the Policy), or if
the Trust Collateral Agent delivers any money or property in respect of
liquidation of the Pledged Property to the Indenture Trustee pursuant to Section
5.4(iv), such money or property, as applicable, shall be applied by the
Indenture Trustee on the related Payment Date in the following order of
priority:

               First: amounts due and owing and required to be distributed to
       the Servicer (provided there is no Servicer Termination Event), the
       Indenture Trustee, the Custodian and the Back-up Servicer, respectively,
       pursuant to priorities (i) and (ii) of Section 5.6(c) of the Sale and
       Servicing Agreement and not previously distributed, in the order of such
       priorities and without preference or priority of any kind within such
       priorities;

               Second: to Class A-1 Noteholders, the Class A-2 Noteholders, the
       Class A-3 Noteholders and the Class A-4 Noteholders for amounts due and
       unpaid on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
       and the Class A-4 Notes, for interest, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
       A-4 Notes for interest;

               Third: to Class A-1 Noteholders, the Class A-2 Noteholders, the
       Class A-3 Noteholders and the Class A-4 Noteholders for amounts due and
       unpaid on the Class A-1, Class A-2, Class A-3 and Class A-4 Notes for
       principal, pro rata (based on the then outstanding Class A-1 Note
       Balance, Class A-2 Note Balance, Class A-3 Note Balance and Class A-4
       Note Balance);

               Fourth: amounts due and owing and required to be distributed to
       the Note Insurer pursuant to priorities (v) and (vi) of Section 5.6(c) of
       the Sale and Servicing Agreement and not previously distributed;

               Fifth: for distribution to the Class C Certificateholder, amounts
       due and owing and required to be distributed pursuant to priority (vii)
       of Section 5.6(c) of the Sale and Servicing Agreement;


                                       27
<PAGE>

               Sixth: to the Collateral Agent for deposit in the Supplemental
       Enhancement Account, any reimbursement amounts pursuant to priority
       (viii) of Section 5.6(c) of the Sale and Servicing Agreement;

               Seventh: to the Trust Collateral Agent, the Back-up Servicer, the
       Indenture Trustee and the Custodian, respectively, amounts due and owing
       and required to be distributed to such entities (including, without
       limitation amounts due under Section 6.7) pursuant to priority (ix) of
       Section 5.6(c) of the Sale and Servicing Agreement and not previously
       distributed;

               Eighth: to the Collateral Agent, for deposit in the Spread
       Account, any amounts remaining after application pursuant to the
       priorities above, for application in accordance with the provisions of
       the Spread Account Agreement;

               Ninth: for distribution to the Class C Certificateholder, up to
       an amount equal to any Class C Interest Carryover Shortfall, Class C
       Supplemental Interest and Class C Principal Deficiency Amount then due
       and unpaid and the outstanding principal balance of the Class C
       Certificate;

               Tenth: to the Class R Certificateholder, any remaining amounts
       released from the Spread Account after application pursuant to the
       priorities above.

               (b) The Indenture Trustee may fix a record date and payment date
for any payment to Noteholders or the Certificateholders pursuant to this
Section 5.6. At least 15 days before such record date the Issuer shall mail to
each Noteholder and the Indenture Trustee a notice that states the record date,
the payment date and the amount to be paid.

               SECTION 5.7. Limitation of Suits.

               No Class A Noteholder shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

               (i) such Holder has previously given written notice to the
       Indenture Trustee of a continuing Event of Default;

               (ii) the Class A Noteholders evidencing not less than 25% of the
       Class A Note Balance have made written request to the Indenture Trustee
       to institute such proceeding in respect of such Event of Default in its
       own name as Indenture Trustee hereunder;

               (iii) such Holder or Holders have offered to the Indenture
       Trustee indemnity reasonably satisfactory to it against the costs,
       expenses and liabilities to be incurred in complying with such request;

               (iv) the Indenture Trustee for sixty (60) days after its receipt
       of such notice, request and offer of indemnity has failed to institute
       such proceedings;

               (v) no direction inconsistent with such written request has been
       given to the Indenture Trustee during such 60-day period by the
       Majorityholders; and


                                       28
<PAGE>

               (vi) a Note Insurer Default shall have occurred and be
       continuing.

               It is understood and intended that no one or more Noteholders
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain priority or preference over
any other Noteholders or to enforce any right under this Indenture, except in
the manner herein provided.

               In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the outstanding Class A Note Balance, the
Indenture Trustee shall take direction from the group representing the greater
percentage of the outstanding Class A Note Balance, and if the groups represent
equal interests, the Indenture Trustee, in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.

               SECTION 5.8. Unconditional Rights of Noteholders To Receive
Principal and Interest. Subject to the provisions of this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date), to
the extent that funds are available for distribution to each such Holder on such
due dates, and the Controlling Party may institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of
such Holder.

               SECTION 5.9. Restoration of Rights and Remedies. If the
Controlling Party or any Noteholder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such proceeding had been
instituted.

               SECTION 5.10. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Controlling Party or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

               SECTION 5.11. Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee, the Controlling Party or any Holder of any
Note to exercise any right or remedy accruing upon any Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Default or Event of Default or an acquiescence therein. Every right and remedy
given by this Article V or by law to the Indenture Trustee, the Note Insurer or
to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Indenture Trustee, the Note Insurer or by the
Noteholders, as the case may be.



                                       29
<PAGE>

               SECTION 5.12. Control by Noteholders. If the Indenture Trustee is
the Controlling Party, Majorityholders shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

               (i) such direction shall not be in conflict with any rule of law
       or with this Indenture;

               (ii) if the conditions set forth in Section 5.5 have been
       satisfied and the Indenture Trustee elects to retain the Pledged Property
       pursuant to such Section, then any direction to the Indenture Trustee by
       Noteholders representing less than 100% of the outstanding Note Balance
       of the Notes to sell or liquidate the Pledged Property shall be of no
       force and effect; and

               (iii) the Indenture Trustee may take any other action deemed
       proper by the Indenture Trustee that is not inconsistent with such
       direction;

provided, however, that, subject to Article VI, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders or the Class C
Certificateholder not consenting to such action.

               SECTION 5.13. Waiver of Past Defaults. Prior to the declaration
of the acceleration of the maturity of the Notes as provided in Section 5.4, the
Note Insurer (provided no Note Insurer Default shall have occurred and be
continuing) or the Majorityholders (if a Note Insurer Default shall have
occurred and be continuing), may waive any past Default or Event of Default and
its consequences except a Default (a) in payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note. In
the case of any such waiver, the Issuer, the Indenture Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto.

               Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

               SECTION 5.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholders, or groups of
Noteholders, in each



                                       30
<PAGE>

case holding in the aggregate more than 10% of the outstanding Note Balance of
each of the Class A Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

               SECTION 5.15. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

               SECTION 5.16. Action on Notes. The Indenture Trustee's right to
seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or
by the levy of any execution under such judgment upon any portion of the Pledged
Property or upon any of the assets of the Issuer.

               SECTION 5.17. Performance and Enforcement of Certain Obligations.
(a) Promptly following a request from the Indenture Trustee upon the direction
of the Servicer to do so and at the Issuer's expense, the Issuer agrees to take
all such lawful action as the Indenture Trustee may request to compel or secure
the performance and observance by the Transferor and the Servicer, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement in accordance with the terms thereof, and
to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Transferor
or the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Transferor or the
Servicer of each of their obligations under the Sale and Servicing Agreement.

               (b) If the Indenture Trustee is the Controlling Party and if an
Event of Default has occurred and is continuing, the Indenture Trustee may, and,
at the written direction of the Holders of 66-2/3% of the outstanding Note
Balance of the Class A Notes shall, subject to Article VI, exercise all rights,
remedies, powers, privileges and claims of the Issuer against the Transferor or
the Servicer under or in connection with the Sale and Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Transferor or the Servicer of each of their obligations to
the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement, and any
right of the Issuer to take such action shall be suspended.



                                       31
<PAGE>

               SECTION 5.18. Subrogation.

               The Note Insurer shall, to the extent it makes any payment with
respect to the Class A Notes, become subrogated to the rights of the recipients
of such payments to the extent of such payments. Subject to and conditioned upon
any payment with respect to the Class A Notes by or on behalf of the Note
Insurer, each Class A Noteholder shall be deemed, without further action, to
have directed the Indenture Trustee to assign to the Note Insurer all rights to
the payment of interest or principal with respect to the Class A Notes which are
then due for payment to the extent of all payments made by the Note Insurer and
the Note Insurer may exercise any option, vote, right, power or the like with
respect to the Class A Notes to the extent that it has made payment with respect
to the Class A Notes whether pursuant to the Policy or otherwise.
Notwithstanding the foregoing, the order of priority of payments to be made
pursuant to Section 5.6(c) of the Sale and Servicing Agreement shall not be
modified by this clause. To evidence such subrogation, the Note Registrar shall
note the Note Insurer's rights as subrogee upon the register of Class A
Noteholders upon receipt from the Note Insurer of proof of payment by the Note
Insurer of any Scheduled Payment or other payment.

               SECTION 5.19. Preference Claims; Direction of Proceedings.

               (a) In the event that the Indenture Trustee has received a
certified copy of an order of the appropriate court that any Scheduled Payment
paid on a Class A Note has been avoided in whole or in part as a preference
payment under applicable bankruptcy law, the Indenture Trustee shall so notify
the Note Insurer, shall comply with the provisions of the Policy to obtain
payment by the Note Insurer of such avoided payment, and shall, at the time it
provides notice to the Note Insurer, notify Holders of the Class A Notes by mail
that, in the event that any Class A Noteholder's payment is so recoverable, such
Class A Noteholder will be entitled to payment pursuant to the terms of the
Policy. Pursuant to the terms of the Policy, the Note Insurer will make such
payment on behalf of the Class A Noteholder to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order (as defined in
the Policy) and not to the Indenture Trustee or any Class A Noteholder directly
(unless such Class A Noteholder has previously paid such payment to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which
case the Note Insurer will make such payment to the Indenture Trustee for
payment, in accordance with the instructions to be provided by the Note Insurer,
to such Class A Noteholder upon proof of such payment reasonably satisfactory to
the Note Insurer).

               (b) Each Notice of Claim shall provide that the Indenture
Trustee, on its behalf and on behalf of the Class A Noteholders, thereby
appoints the Note Insurer as agent and attorney-in-fact for the Indenture
Trustee and each Class A Noteholder in any legal proceeding with respect to the
Class A Notes. The Indenture Trustee shall promptly notify the Note Insurer of
any proceeding or the institution of any action (of which a Responsible Officer
of the Indenture Trustee has actual knowledge) seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law (a "Preference Claim") of any payment made with
respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of
Class A Notes, and the Indenture Trustee hereby agree that so long as a Note
Insurer Default shall not have occurred and be continuing, the Note Insurer may
at any time during the continuation of any proceeding relating to a Preference
Claim direct all matters relating to such Preference Claim including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or



                                       32
<PAGE>


performance bond pending any such appeal at the expense of the Note Insurer, but
subject to reimbursement as provided in the Insurance Agreement. In addition,
and without limitation of the foregoing, the Note Insurer shall be subrogated
to, and each Class A Noteholder and the Indenture Trustee hereby delegate and
assign, to the fullest extent permitted by law, the rights of the Indenture
Trustee and each Class A Noteholder in the conduct of any proceeding with
respect to a Preference Claim, including, without limitation, all rights of any
party to an adversary proceeding action with respect to any court order issued
in connection with any such Preference Claim.

                                   ARTICLE VI

                              The Indenture Trustee
                              ---------------------

               SECTION 6.1. Duties of Indenture Trustee. (a) The Indenture
Trustee, both prior to the occurrence of an Event of Default and after an Event
of Default shall have been cured or waived, shall undertake to perform such
duties and only such duties as are specifically set forth in this Indenture. If
an Event of Default shall have occurred and shall not have been cured or waived,
the Indenture Trustee may, and at the direction of the Note Insurer (or, if a
Note Insurer Default shall have occurred and is continuing, the
Majorityholders), shall exercise such of the rights and powers vested in it by
this Indenture and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of its own affairs.

               (b) The Indenture Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Indenture Trustee that shall be specifically
required to be furnished pursuant to any provision of this Indenture, shall
examine them to determine whether they conform to the requirements of this
Indenture; provided, however, that the Indenture Trustee shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument. If any such
instrument is found not to conform in any material respect to the requirements
of this Indenture, the Indenture Trustee shall notify the Note Insurer, the
Class C Certificateholder and the Noteholders of such instrument in the event
that the Indenture Trustee, after so requesting, does not receive a
satisfactorily corrected instrument.

               (c) The Indenture Trustee shall take and maintain custody of the
Schedule of Receivables included as Schedule A to the Sale and Servicing
Agreement and shall retain copies of all Servicer's Certificates prepared
thereunder.

               (d) No provision of this Indenture shall be construed to relieve
the Indenture Trustee from liability for its own negligent action, its own
negligent failure to act, or its own bad faith; provided, however, that:

               (i) Prior to the occurrence of an Event of Default and after the
       curing or waiving of all such Events of Default that may have occurred,
       the duties and obligations of the Indenture Trustee shall be determined
       solely by the express provisions of this Indenture, the Indenture Trustee
       shall not be liable except for the performance of such duties and
       obligations as shall be specifically set forth in this Indenture, no
       implied covenants or obligations shall be read into this Indenture
       against the Indenture Trustee



                                       33
<PAGE>

       and, in the absence of bad faith on the part of the Indenture Trustee,
       the Indenture Trustee may conclusively rely on the truth of the
       statements and the correctness of the opinions expressed in any
       certificates or opinions furnished to the Indenture Trustee and
       conforming to the requirements of this Indenture;

               (ii) The Indenture Trustee shall not be liable for an error of
       judgment made in good faith by a Responsible Officer, unless it shall be
       proved that the Indenture Trustee shall have been negligent in
       ascertaining the pertinent facts;

               (iii) The Indenture Trustee shall not be liable with respect to
       any action taken, suffered, or omitted to be taken in good faith in
       accordance with this Indenture or at the direction of the Note Insurer
       or, after a Note Insurer Default, the Class A Noteholders evidencing not
       less than 25% of the Class A Note Balance, or, after the Policy
       Expiration Date, by the Class C Certificateholder, relating to the time,
       method, and place of conducting any proceeding for any remedy available
       to the Indenture Trustee, or exercising any trust or power conferred upon
       the Indenture Trustee, under this Indenture;

               (iv) The Indenture Trustee shall not be charged with knowledge of
       any Event of Default, unless a Responsible Officer of the Indenture
       Trustee receives written notice of such Event of Default from the
       Servicer or the Transferor, as the case may be, the Note Insurer or,
       after a Note Insurer Default, the Class A Noteholders evidencing not less
       than 25% of the Class A Note Balance or, after the Policy Expiration
       Date, by the Class C Certificateholder (such notice shall constitute
       actual knowledge of an Event of Default by the Indenture Trustee); and

               (v) The Indenture Trustee shall not be liable for any action
       taken, suffered or omitted by it in good faith and reasonably believed by
       it to be authorized or within the discretion or rights or powers
       conferred upon it by this Indenture.

               (e) The Indenture Trustee may, but shall not be required to,
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, unless it shall have been provided with indemnity against such
risk or liability in form and substance satisfactory to the Indenture Trustee,
and none of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Servicer under this Indenture
except during such time, if any, as the Indenture Trustee, in its capacity as
Back-up Servicer, shall be the successor to, and be vested with the rights,
duties, powers, and privileges of, the Servicer in accordance with the terms of
the Sale and Servicing Agreement.

               (f) Except for actions expressly authorized by this Indenture,
the Indenture Trustee shall take no action reasonably likely to impair the
security interests created or existing under any Receivable or Financed Vehicle
or to impair the value of any Receivable or Financed Vehicle.

               (g) All information obtained by the Indenture Trustee regarding
the Obligors and the Receivables, whether upon the exercise of its rights under
this Indenture or otherwise, shall be maintained by the Indenture Trustee in
confidence and shall not be disclosed to any



                                       34
<PAGE>


other Person, all in accordance with the Federal Financial Privacy Law; provided
that, nothing herein shall prevent the Indenture Trustee from delivering copies
of such information whether or not constituting Confidential Information, and
disclosing other information, whether or not Confidential Information, to (i)
its directors, officers, employees, agents and professional consultants to the
extent necessary to carry on the Indenture Trustee's business in the ordinary
course, (ii) any Noteholder or the Note Insurer to the extent that such
Noteholder or the Note Insurer is entitled to such information under this
Indenture, but not otherwise, (iii) any governmental authority which
specifically requests (or as to which applicable regulations require) such
information, (iv) any nationally recognized rating agency in connection with the
rating of the Notes by such agency, or (v) any other Person to which such
delivery or disclosure may be necessary or appropriate, (a) in compliance with
any applicable law, rule, regulation or order, (b) in response to any subpoena
or other legal process, (c) in connection with any litigation to which the
Indenture Trustee is a party, (d) in order to enforce the rights of the
Noteholders and the Note Insurer under the Trust established hereunder, or (e)
otherwise, in accordance with the Federal Financial Privacy Law; provided, that,
prior to any such disclosure, the Indenture Trustee shall inform each such party
(other than any Noteholder, the Note Insurer or any other party to the Basic
Documents) that receives Confidential Information of the foregoing requirements
and shall use its commercially reasonable best efforts to cause such party to
comply with such requirements.

               (h) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Sale and Servicing Agreement.

               (i) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and the provisions of the
TIA.

               (j) The Indenture Trustee shall, and hereby agrees that it will,
perform all of the obligations and duties required of it under the Sale and
Servicing Agreement.

               (k) The Indenture Trustee shall, and hereby agrees that it will,
hold the Policy in trust, and will hold any proceeds of any claim on the Policy
in trust, solely for the use and benefit of the Class A Noteholders.

               (l) Without limiting the generality of this Section 6.1, the
Indenture Trustee shall have no duty (i) to see to any recording, filing or
depositing of this Indenture or any agreement referred to herein or any
financing statement evidencing a security interest in the Financed Vehicles, or
to see to the maintenance of any such recording or filing or depositing or to
any recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or discharge of any tax, assessment or
other governmental charge or any Lien or encumbrance of any kind owing with
respect to, assessed or levied against any part of the Pledged Property, (iv) to
confirm or verify the contents of any reports or certificates delivered to the
Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement
believed by the Indenture Trustee to be genuine and to have been signed or
presented by the proper party or parties, or (v) to inspect the Financed
Vehicles at any time or ascertain or inquire as to the performance or observance
of any of the Issuer's, the Transferor's or the Servicer's


                                       35
<PAGE>


representations, warranties or covenants or the Servicer's duties and
obligations as Servicer and as custodian of the Receivable Files under the Sale
and Servicing Agreement.

               (m) In no event shall JPMorgan Chase Bank, in any of its
capacities hereunder, be deemed to have assumed any duties of the Owner Trustee
under the Delaware Statutory Trust Act, common law, or the Trust Agreement.

               (n) The Indenture Trustee shall not be required to give any bond
or surety in respect of the powers granted to it under this Indenture.

               SECTION 6.2. Rights of Indenture Trustee. Except as otherwise
provided in Section 6.1(b):

               (i) The Indenture Trustee may rely and shall be protected in
       acting or refraining from acting upon any resolution, Officer's
       Certificate, Servicer's Certificate, certificate of auditors, or any
       other Opinion of Counsel, certificate, statement, instrument, opinion,
       report, notice, request, consent, order, appraisal, bond, or other paper
       or document believed by it to be genuine and to have been signed or
       presented by the proper party or parties.

               (ii) The Indenture Trustee may consult with counsel, and any
       written advice or Opinion of Counsel shall be full and complete
       authorization and protection in respect of any action taken or suffered
       or omitted by it under this Indenture in good faith and in accordance
       with such written advice or Opinion of Counsel.

               (iii) The Indenture Trustee shall be under no obligation to
       exercise any of the rights or powers vested in it by this Indenture, or
       to institute, conduct, or defend any litigation under this Indenture or
       in relation to this Indenture, at the request, order or direction of any
       of the Noteholders or the Note Insurer pursuant to the provisions of this
       Indenture, unless such Noteholders or the Note Insurer shall have offered
       to the Indenture Trustee reasonable security or indemnity in form and
       substance reasonably satisfactory to the Indenture Trustee against the
       costs, expenses, and liabilities that may be incurred therein or thereby;
       nothing contained in this Indenture, however, shall relieve the Indenture
       Trustee of the obligations, upon the occurrence of an Event of Default
       (that shall not have been cured or waived), to exercise such of the
       rights and powers vested in it by this Indenture, and to use the same
       degree of care and skill in their exercise as a prudent person would
       exercise or use under the circumstances in the conduct of its own
       affairs.

               (iv) The Indenture Trustee shall not be bound to make any
       investigation into the facts or matters stated in any resolution,
       certificate, statement, instrument, opinion, report, notice, request,
       consent, order, approval, bond, or other paper or document, unless
       requested in writing to do so by the Note Insurer (if no Note Insurer
       Default shall have occurred or be continuing), the Issuer or by the Class
       A Noteholders evidencing not less than 25% of the Class A Note Balance
       or, after the Policy Expiration Date, by the Class C Certificateholder;
       provided, however, that, if the payment within a reasonable time to the
       Indenture Trustee of the costs, expenses, or liabilities likely to be
       incurred by it in the making of such investigation shall be, in the
       opinion of the Indenture Trustee, not assured



                                       36
<PAGE>

       to the Indenture Trustee by the security afforded to it by the terms of
       this Indenture, the Indenture Trustee may require indemnity in form and
       substance satisfactory to it against such cost, expense, or liability as
       a condition to so proceeding. The reasonable expense of every such
       examination shall be paid by the Person making such request or, if paid
       by the Indenture Trustee, shall be reimbursed by the Person making such
       request upon demand.

               (v) The Indenture Trustee may execute any of the trusts or powers
       hereunder or perform any duties under this Indenture either directly or
       by or through agents or attorneys or a custodian. The Indenture Trustee
       shall not be responsible for any misconduct or negligence of any such
       agent or custodian appointed with due care by it hereunder, or of any
       agent or custodian of the Servicer in its capacity as Servicer or
       custodian or otherwise.

               (vi) The Indenture Trustee shall have no duty of independent
       inquiry, and the Indenture Trustee may rely upon the representations and
       warranties and covenants of the Transferor and the Servicer contained in
       the Basic Documents with respect to the Receivables and the Receivable
       Files.

               (vii) The Indenture Trustee may rely, as to factual matters
       relating to the Transferor or the Servicer, on an Officer's Certificate
       of the Transferor or Servicer, respectively.

               (viii) The Indenture Trustee shall not be required to take any
       action or refrain from taking any action under this Indenture, or any
       related documents referred to herein, nor shall any provision of this
       Indenture, or any such related document be deemed to impose a duty on the
       Indenture Trustee to take action, if the Indenture Trustee shall have
       been advised by counsel that such action is contrary to (i) the terms of
       this Indenture, (ii) any such related document or (iii) law.


                                       37
<PAGE>

               SECTION 6.3. Individual Rights of Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any Note
Paying Agent, Note Registrar, co-registrar or co-Note Paying Agent may do the
same with like rights.

               SECTION 6.4. Indenture Trustee's Disclaimer. The recitals
contained herein shall be taken as the statements of the Issuer and the
Indenture Trustee does not assume any responsibility for the correctness
thereof. The Indenture Trustee shall not make any representations as to the
validity or sufficiency of this Indenture, the Notes, or of any Receivable or
related document. The Indenture Trustee shall not at any time have any
responsibility or liability for or with respect to the validity or adequacy of
this Indenture, the Trust Assets or the Notes; it shall not be accountable for
the Issuer's use of the proceeds from the Notes; and it shall not be responsible
for any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes; provided, however, that
the foregoing shall not relieve the Indenture Trustee of its obligation to
perform its duties under this Indenture. Except with respect to a claim based on
the failure of the Indenture Trustee to perform its duties under this Indenture
or based on the Indenture Trustee's negligence or willful misconduct, no
recourse shall be had for any claim based on any provision of this Indenture,
the Notes, or any Receivable or assignment thereof against the Indenture Trustee
in its individual capacity, the Indenture Trustee shall not have any personal
obligation, liability, or duty whatsoever to any Noteholder or any other Person
with respect to any such claim, and any such claim shall be asserted solely
against the Issuer or any indemnitor who shall furnish indemnity as provided in
this Indenture. The Indenture Trustee shall not be accountable for the use or
application by the Issuer of any of the Notes or of the proceeds of such Notes,
or for the use or application of any funds paid to the Servicer in respect of
the Receivables.

               SECTION 6.5. Notice of Defaults. If an Event of Default or a
Servicing Termination Event under the Sale and Servicing Agreement occurs and is
continuing and if it is either known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Event of
Default or Servicer Termination Event within ninety (90) days after such
knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of two or more of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

               SECTION 6.6. Reports by Indenture Trustee to Holders. The
Indenture Trustee shall deliver to each Noteholder such information as may be
reasonably required to enable such Holder to prepare its federal and state
income tax returns.

               SECTION 6.7. Compensation and Indemnity. (a) Pursuant to Section
5.6(c) of the Sale and Servicing Agreement, the Issuer shall pay to the
Indenture Trustee from time to time compensation for its services The Indenture
Trustee, in its capacities, as Indenture Trustee, Trust Collateral Agent and
Back-up Servicer, shall be entitled to receive the Indenture Trustee's Fee and
the Back-up Servicer's Fee on each Payment Date. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.



                                       38
<PAGE>

Pursuant to Section 5.6(c) of the Sale and Servicing Agreement, the Issuer shall
reimburse the Indenture Trustee and the Trust Collateral Agent for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses and disbursements of the
Indenture Trustee's, the Back-up Servicer's, the Collateral Agent's and the
Trust Collateral Agent's agents, counsel, accountants and experts. The Issuer
shall cause the Servicer to indemnify the Indenture Trustee, the Trust
Collateral Agent, the Back-up Servicer, the Collateral Agent and their
respective officers, directors, employees and agents against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by each
of them in connection with the acceptance or the administration of this trust
and the performance of its duties under the Basic Documents. The Indenture
Trustee, the Trust Collateral Agent, the Collateral Agent or the Back-up
Servicer shall notify the Issuer and the Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee, the Back-up
Servicer, the Collateral Agent or the Trust Collateral Agent to so notify the
Issuer and the Servicer shall not relieve the Issuer of its obligations
hereunder or the Servicer of its obligations under Article XII of the Sale and
Servicing Agreement. The Issuer shall cause the Servicer to defend any such
claim, the Indenture Trustee, Trust Collateral Agent, the Collateral Agent or
the Back-up Servicer may have separate counsel and the Issuer shall cause the
Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee, the Back-up Servicer, the
Collateral Agent or Trust Collateral Agent through the Indenture Trustee's, the
Back-up Servicer's, the Collateral Agent's or Trust Collateral Agent's own
willful misconduct, negligence or bad faith.

               (b) The Issuer's payment obligations pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Indenture Trustee. When the Indenture Trustee, the Trust
Collateral Agent or the Back-up Servicer incurs expenses after the occurrence of
a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable federal or State bankruptcy,
insolvency or similar law. Notwithstanding anything else set forth in this
Indenture or the Basic Documents, the Indenture Trustee agrees that the
obligations of the Issuer (but not the Servicer) to the Indenture Trustee
hereunder and under the Basic Documents shall be recourse to the Pledged
Property only and specifically shall not be recourse to the assets of any
Certificateholder or any Noteholder. In addition, the Indenture Trustee agrees
that its recourse to the Issuer, the Pledged Property, the Transferor and
amounts held pursuant of the Spread Account Agreement shall be limited to the
right to receive the payments referred to in Section 5.6(c) and (d) of the Sale
and Servicing Agreement.

               SECTION 6.8. Replacement of Indenture Trustee. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Note Insurer.
To the extent that the Indenture Trustee resigns hereunder, the Trust Collateral
Agent shall resign under the Sale and Servicing Agreement and the Collateral
Agent shall resign under the Spread Account Agreement. The Issuer may and, at
the request of the Note Insurer (unless a Note Insurer Default shall have
occurred and be continuing) shall, remove the Indenture Trustee, if:

               (i) the Indenture Trustee fails to comply with Section 6.11;



                                       39
<PAGE>

               (ii) a court having jurisdiction in the premises in respect of
       the Indenture Trustee in an involuntary case or proceeding under federal
       or state banking or bankruptcy laws, as now or hereafter constituted, or
       any other applicable federal or state bankruptcy, insolvency or other
       similar law, shall have entered a decree or order granting relief or
       appointing a receiver, liquidator, assignee, custodian, trustee,
       conservator, sequestrator (or similar official) for the Indenture Trustee
       or for any substantial part of the Indenture Trustee's property, or
       ordering the winding-up or liquidation of the Indenture Trustee's
       affairs;

               (iii) an involuntary case under the federal bankruptcy laws, as
       now or hereafter in effect, or another present or future federal or state
       bankruptcy, insolvency or similar law is commenced with respect to the
       Indenture Trustee and such case is not dismissed within sixty (60) days;

               (iv) the Indenture Trustee commences a voluntary case under any
       federal or state banking or bankruptcy laws, as now or hereafter
       constituted, or any other applicable federal or state bankruptcy,
       insolvency or other similar law, or consents to the appointment of or
       taking possession by a receiver, liquidator, assignee, custodian,
       trustee, conservator, sequestrator (or other similar official) for the
       Indenture Trustee or for any substantial part of the Indenture Trustee's
       property, or makes any assignment for the benefit of creditors or fails
       generally to pay its debts as such debts become due or takes any
       corporate action in furtherance of any of the foregoing;

               (v) the Trust Collateral Agent resigns or is removed in
       accordance with Section 10.8 of the Sale and Servicing Agreement;

               (vi) the Collateral Agent resigns or is removed in accordance
       with the Spread Account Agreement;

               (vii) the Back-up Servicer is removed in accordance with Section
       8.5 of the Sale and Servicing Agreement; or

               (viii) the Indenture Trustee otherwise becomes incapable of
       acting.

               If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of the Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee and
Trust Collateral Agent acceptable to the Note Insurer (so long as a Note Insurer
Default shall not have occurred and be continuing). If the Issuer fails to
appoint such a successor Indenture Trustee and Trust Collateral Agent, the
Controlling Party may appoint a successor Indenture Trustee and Trust Collateral
Agent.

               A successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee, the Note Insurer (provided
that no Note Insurer Default shall have occurred and be continuing) and to the
Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee
shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the retiring Indenture Trustee under this Indenture
subject to satisfaction of the Rating Agency Condition. The successor Indenture



                                       40
<PAGE>


Trustee shall mail a notice of its succession to Noteholders. The retiring
Indenture Trustee shall promptly transfer all property held by it as Indenture
Trustee to the successor Indenture Trustee.

               If a successor Indenture Trustee does not take office within
sixty (60) days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the Note Insurer (so long as no Note
Insurer Default has occurred and is continuing) or the Majorityholders (if a
Note Insurer Default has occurred and is continuing) may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

               If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

               Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the provisions
of this Section shall not become effective until acceptance of appointment by
the successor Indenture Trustee pursuant to this Section and payment of all fees
and expenses owed to the retiring Indenture Trustee.

               Notwithstanding the replacement of the Indenture Trustee pursuant
to this Section, the Issuer's obligations under Section 6.7 shall continue for
the benefit of the retiring Indenture Trustee.

               SECTION 6.9. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee.
The Indenture Trustee shall provide the Rating Agencies with written notice of
any such transaction and shall mail notice of such merger or consolidation to
the Rating Agencies.

               In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor Indenture Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

               SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.

               (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust may at the time be located, the Indenture Trustee
with the consent of the Note Insurer (so long as a Note Insurer Default shall
not have occurred and be continuing) shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders, such title to the Trust,



                                       41
<PAGE>


or any part hereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Indenture
Trustee under Section 6.11 and no notice to Noteholders of the appointment of
any co-trustee or separate trustee shall be required under Section 6.8 hereof.

               (b) Every 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 Indenture Trustee shall be conferred or imposed upon and
       exercised or performed by the Indenture 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 Indenture
       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 Indenture 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
       Indenture Trustee;

               (ii) no trustee hereunder shall be personally liable by reason of
       any act or omission of any other trustee hereunder, including acts or
       omissions of predecessor or successor Indenture Trustees; and

               (iii) the Indenture Trustee may at any time accept the
       resignation of or remove any separate trustee or co-trustee.

               (c) Any notice, request or other writing given to the Indenture
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 Indenture and
the conditions of this Article VI. 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
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

               (d) Any separate trustee or co-trustee may at any time constitute
the Indenture 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 Indenture on its behalf and in its name. If any separate trustee
or co-trustee shall die, dissolve, become insolvent, 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 Indenture Trustee, to the extent
permitted by law, without the appointment of a new or successor Indenture
Trustee.

               (e) Any and all amounts relating to the fees and expenses of the
co-trustee or separate trustee will be borne by the Pledged Property.



                                       42
<PAGE>

               SECTION 6.11. Eligibility. The Indenture Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Indenture
Trustee under this Indenture shall at all times be organized and doing business
under the laws of the United States of America or any state thereof; authorized
under such laws to exercise corporate trust powers; having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
Federal or State authorities satisfactory to the Note Insurer; and having a
rating, both with respect to long-term and short-term unsecured obligations, of
not less than investment grade by each Rating Agency. If such corporation 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 6.11, the combined capital and surplus of such
corporation 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
Indenture Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.11, the Indenture Trustee shall resign immediately in the
manner and with the effect specified in Section 6.8. The Indenture Trustee shall
comply with Section 310(b) of the TIA, including the optional provision
permitted by the second sentence of Section 310(b)(9) of the TIA; provided,
however, that there shall be excluded from the operation of Section 310(b)(1) of
the TIA any indenture or indentures under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in 310(b)(1) of
the TIA are met.

               SECTION 6.12. Preferential Collection of Claims Against Issuer.
The Indenture Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to TIA (ss.) 311(a) to the extent
indicated

               SECTION 6.13. Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Issuer and the
Note Insurer as follows:

               (a) Due Organization. The Indenture Trustee is a New York banking
corporation in good standing under the laws of the State of New York and is duly
authorized and licensed under applicable law to conduct its business as
presently conducted.

               (b) Corporate Power. The Indenture Trustee has all requisite
right, power and authority to execute and deliver this Indenture and to perform
all of its duties as Indenture Trustee hereunder.

               (c) Due Authorization. The execution and delivery by the
Indenture Trustee of this Indenture and the other Basic Documents to which it is
a party, and the performance by the Indenture Trustee of its duties hereunder
and thereunder, have been duly authorized by all necessary corporate proceedings
and no further approvals or filings, including any governmental approvals, are
required for the valid execution and delivery by the Indenture Trustee, or the
performance by the Indenture Trustee, of this Indenture and such other Basic
Documents.

               SECTION 6.14. Valid and Binding Indenture. The Indenture Trustee
has duly executed and delivered this Indenture and each other Basic Document to
which it is a party, and each of this Indenture and each such other Basic
Document constitutes the legal, valid and binding obligation of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with its terms,
except as (i) such enforceability may be limited by bankruptcy,


                                       43
<PAGE>


insolvency, reorganization and similar laws relating to or affecting the
enforcement of creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.

               SECTION 6.15. Waiver of Setoffs. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Account and
agrees that amounts in the Accounts shall at all times be held and applied
solely in accordance with the provisions hereof.

               SECTION 6.16. Control by the Controlling Party. The Indenture
Trustee shall comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party, except that if any
Event of Default shall have occurred and be continuing, the Indenture Trustee
shall act upon and comply with notices and instructions given by the Controlling
Party alone in the place and stead of the Issuer.


                                   ARTICLE VII

                      Noteholders' Lists and Communications
                      -------------------------------------

               SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and
Addresses of Noteholders. The Issuer will furnish or cause to be furnished to
the Indenture Trustee (a) not more than five days after the earlier of (i) each
Record Date and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Noteholders and the Class C Certificateholder as of such Record Date, (b)
at such other times as the Indenture Trustee may request in writing, within
thirty (30) days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee
is the Note Registrar, no such list shall be required to be furnished. The
Indenture Trustee or, if the Indenture Trustee is not the Note Registrar, the
Issuer shall furnish to the Note Insurer in writing on an annual basis on each
June 30 and at such other times as the Note Insurer may request a copy of the
list.

               SECTION 7.2. Preservation of Information; Communications to
Noteholders.

               (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

               (b) Noteholders may communicate, pursuant to Section 312(b) of
the TIA, with other Noteholders with respect to their rights under this
Indenture or under the Notes.

               (c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of Section 312(c) of the TIA.


                                       44
<PAGE>


               SECTION 7.3. Reports by Issuer.

               (a) The Issuer shall:

               (i) file with the Indenture Trustee, within 15 days after the
       Issuer is required to file the same with the Commission, copies of the
       annual reports and of the information, documents and other reports (or
       copies of such portions of any of the foregoing as the Commission may
       from time to time by rules and regulations prescribe) which the Issuer
       may be required to file with the Commission pursuant to Section 13 or
       15(d) of the Exchange Act;

               (ii) file with the Indenture Trustee and the Commission in
       accordance with rules and regulations prescribed from time to time by the
       Commission such additional information, documents and reports with
       respect to compliance by the Issuer with the conditions and covenants of
       this Indenture as may be required from time to time by such rules and
       regulations; and

               (iii) supply to the Indenture Trustee (and the Indenture Trustee
       shall transmit by mail to all Class A Noteholders described in Section
       313(c) of the TIA) such summaries of any information, documents and
       reports required to be filed by the Issuer pursuant to clauses (i) and
       (ii) of this Section 7.3(a) as may be required by rules and regulations
       prescribed from time to time by the Commission.

               (b) Unless the Issuer otherwise determines, the fiscal year of
the Issuer shall end on December 31 of each year.

               SECTION 7.4. Reports by Indenture Trustee. If required by Section
313(a) of the TIA, within 60 days after the end of each year, commencing with
the year ended December 31, 2003, the Indenture Trustee shall mail to each Class
A Noteholder as required by Section 313(c) of the TIA a brief report dated a of
such date that complies with Section 313(a) of the TIA. The Indenture Trustee
shall also comply with Section 313(b) of the TIA.

               A copy of each report at the time of its mailing to Class A
Noteholders shall be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Class A Notes are listed. The Issuer shall
notify the Indenture Trustee if and when the Class A Notes are listed on any
stock exchange.


                                  ARTICLE VIII

                          Collection of Money; Releases
                          -----------------------------

               SECTION 8.1. Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture and the Sale
and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it, or cause the Trust Collateral Agent to apply all money received
by it, as provided in this Indenture and the Sale and Servicing Agreement.
Except as otherwise expressly



                                       45
<PAGE>


provided in this Indenture or in the Sale and Servicing Agreement, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Pledged Property, the Indenture Trustee may
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

               SECTION 8.2. Release of Pledged Property(a) Subject to the
payment of its fees and expenses and other amounts pursuant to Section 6.7, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.

               (b) The Indenture Trustee shall, at such time as there are no
Notes outstanding, the Class C Certificate is no longer outstanding and all
amounts due to the Class C Certificateholder have been paid in full, all amounts
owing to the Note Insurer under the Basic Documents have been paid and all sums
due the Indenture Trustee pursuant to Section 6.7 have been paid, release the
Pledged Property from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Accounts. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.2(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate and an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with Section 314(c)
and Section 314(d)(1) of the TIA.

               SECTION 8.3. Opinion of Counsel. The Indenture Trustee shall
receive at least seven days' notice when requested by the Issuer to take any
action pursuant to Section 8.2(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require as a condition to such
action, an Opinion of Counsel in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the Class
C Certificate or the rights of the Holders thereof in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the Pledged
Property. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


                                   ARTICLE IX

                             Supplemental Indentures
                             -----------------------

               SECTION 9.1. Supplemental Indentures Without Consent of
Noteholders. Without the consent of the Holders of any Notes but with the prior
written consent of the Note Insurer (unless a Note Insurer Default shall have
occurred and be continuing) and with prior



                                       46
<PAGE>

notice to the Rating Agencies by the Issuer, as evidenced to the Indenture
Trustee, the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:

               (i) to correct or amplify the description of any property at any
       time subject to the lien of this Indenture, or better to assure, convey
       and confirm unto the Indenture Trustee any property subject or required
       to be subjected to the lien of this Indenture, or to subject to the lien
       of this Indenture additional property;

               (ii) to evidence the succession, in compliance with the
       applicable provisions hereof, of another person to the Issuer, and the
       assumption by any such successor of the covenants of the Issuer herein
       and in the Notes or the Class C Certificates contained;

               (iii) to add to the covenants of the Issuer, for the benefit of
       the Holders of the Notes and the Class C Certificate, or to surrender any
       right or power herein conferred upon the Issuer;

               (iv) to convey, transfer, assign, mortgage or pledge any property
       to or with the Indenture Trustee;

               (v) to cure any ambiguity, to correct or supplement any provision
       herein or in any supplemental indenture which may be inconsistent with
       any other provision herein or in any supplemental indenture or to make
       any other provisions with respect to matters or questions arising under
       this Indenture or in any supplemental indenture; provided that such
       action shall not adversely affect in any material respect the interests
       of the Holders of the Notes, as evidenced by satisfaction of the Rating
       Agency Condition with respect to such supplemental indenture; or

               (vi) to evidence and provide for the acceptance of the
       appointment hereunder by a successor Indenture Trustee with respect to
       the Notes and the Class C Certificate and to add to or change any of the
       provisions of this Indenture as shall be necessary to facilitate the
       administration of the trusts hereunder by more than one trustee, pursuant
       to the requirements of Article VI.

               (vii) to modify, eliminate or add to the provisions of this
       Indenture to such extent as shall be necessary to effect the
       qualification of this Indenture under the TIA or under any similar
       federal statute hereafter enacted and to add to this Indenture such other
       provisions as may be expressly required by the TIA.

               The Indenture shall not be amended or modified without the prior
written consent of the Class C Certificateholder (to the extent such Class C
Certificate has not been paid in full) if the result of such amendment or
modification is (a) to reduce or change the priority of payments payable to the
Class C Certificateholder; (b) to accelerate or postpone the scheduled date of
any payment payable to the Class C Certificateholder; or (c) to modify any of
the definitions in the Basic Documents which would have the effect of any of the
forgoing.


                                       47
<PAGE>

               The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

               SECTION 9.2. Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies, with the prior written consent of
the Note Insurer (or, if a Note Insurer Default shall have occurred and be
continuing, with the consent of the Majorityholders), enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that, subject to the express rights of the Note
Insurer under the Basic Documents, no such supplemental indenture shall, without
the consent of the Holder of each outstanding Note affected thereby and the
Class C Certificateholder, if affected thereby:

               (i) change the date of payment of any installment of principal
       of, interest on or other amounts with respect to any Note or the Class C
       Certificate, or reduce the principal amount thereof, the Note Rate, the
       Class C Certificate Interest Rate or the Class C Supplemental Interest
       Rate thereon or the Redemption Price with respect to the Notes, change
       the provision of this Indenture relating to the application of
       collections on, or the proceeds of the sale of, the Pledged Property to
       payment of principal of or interest on the Notes, or change any place of
       payment where, or the coin or currency in which, any Note or the Class C
       Certificate or the interest thereon is payable;

               (ii) impair the right to institute suit for the enforcement of
       the provisions of this Indenture requiring the application of funds
       available therefor, as provided in Article V, to the payment of any such
       amount due on the Notes or the Class C Certificate on or after the
       respective due dates thereof (or, in the case of redemption, on or after
       the Redemption Date);

               (iii) reduce the percentage of the outstanding Note Balance of
       the Notes, or the principal balance of the Class C Certificate, the
       consent of the Holders of which is required for any such supplemental
       indenture, or the consent of the Holders of which is required for any
       waiver of compliance with certain provisions of this Indenture or certain
       defaults hereunder and their consequences provided for in this Indenture;

               (iv) reduce the percentage of the outstanding Note Balance of the
       Notes, or the principal balance of the Class C Certificate required to
       direct the Indenture Trustee to direct the Issuer to sell or liquidate
       the Pledged Property pursuant to Section 5.4;

               (v) modify any provision of this Section except to increase any
       percentage specified herein or to provide that certain additional
       provisions of this Indenture or the Basic Documents cannot be modified or
       waived without the consent of the Holder of each Outstanding Note or the
       Class C Certificate affected thereby;

               (vi) modify any of the provisions of this Indenture in such
       manner as to affect the calculation of the amount of any payment of
       interest or principal due on any Note or the Class C Certificate on any
       Payment Date (including the calculation of any of the



                                       48
<PAGE>

       individual components of such calculation) or to affect the rights of the
       Noteholders to the benefit of any provisions for the mandatory redemption
       of the Notes contained herein; or

               (vii) permit the creation of any lien ranking prior to or on a
       parity with the lien of this Indenture with respect to any part of the
       Pledged Property or, except as otherwise permitted or contemplated herein
       or in any of the Basic Documents, terminate the lien of this Indenture on
       any property at any time subject hereto or deprive the Holder of any Note
       or the Class C Certificate of the security provided by the lien of this
       Indenture.

               The Indenture Trustee may determine whether or not any Notes or
the Class C Certificate would be affected by any supplemental indenture and any
such determination shall be conclusive upon the Holders of all Notes and the
Class C Certificate, whether theretofore or thereafter authenticated and
delivered hereunder. The Indenture Trustee shall not be liable for any such
determination made in good faith.

               It shall not be necessary for any Act of Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

               Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Holders of the Notes and the Class C Certificateholder
to which such amendment or supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture. Any failure of
the Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

               SECTION 9.3. Execution of Supplemental Indentures. In executing,
or permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the amendments or modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

               SECTION 9.4. Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes or the Class C Certificate affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer and the
Holders of the Notes and the Class C Certificate shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

               SECTION 9.5. Conformity With Trust Indenture Act. Every amendment
of this Indenture and every supplemental indenture executed pursuant to this
Article IX shall



                                       49
<PAGE>

conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.

               SECTION 9.6. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


                                    ARTICLE X

                               Redemption of Notes
                               -------------------

               SECTION 10.1. Redemption. (a) The Notes and the Class C
Certificate are subject to redemption in whole, but not in part, by the Class R
Certificateholder on any Payment Date occurring on or after the date on which
the outstanding Pool Balance is less than or equal to 10% of the Original Pool
Balance, at a price equal to the Redemption Price. If the Notes are to be
redeemed pursuant to this Section 10.1(a), the Class R Certificateholder will be
required to furnish notice of such election to the Indenture Trustee not later
than the end of the Collection Period for the related Payment Date and deposit
with the Indenture Trustee in the Note Account the Redemption Price of the Notes
and/or the Class C Certificate to be redeemed, plus any amounts owed to the Note
Insurer under the Insurance Agreement and all amounts owed to the Indenture
Trustee under this Indenture; whereupon all such Notes and/or the Class C
Certificate shall be due and payable on the Redemption Date upon the furnishing
of a notice complying with Section 10.2 to each Holder of Notes and/or the Class
C Certificateholder. The Indenture Trustee shall furnish the Note Insurer and
the Rating Agencies notice of such redemption.

               SECTION 10.2. Form of Redemption Notice. Notice of redemption
under Section 10.1(a) shall be given by the Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to each Holder of Notes and/or the Class C Certificateholder, as
of the close of business on the Record Date preceding the applicable Redemption
Date, at such Holder's address appearing in the Note Register.

               All notices of redemption shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) that the Record Date otherwise applicable to such
       Redemption Date is not applicable and that payments shall be made only
       upon presentation and surrender of such Notes and/or the Class C
       Certificateholder and the place where such Notes and/or the Class C
       Certificateholder are to be surrendered for payment of the Redemption
       Price



                                       50
<PAGE>

       (which shall be the office or agency of the Issuer to be maintained as
       provided in Section 3.2); and

               (iv) that interest on the Notes shall cease to accrue on the
       Redemption Date.

               Notice of redemption of the Notes and/or the Class C
Certificateholder shall be given by the Indenture Trustee in the name and at the
expense of the Issuer. Failure to give notice of redemption, or any defect
therein, to any Holder of any Note and/or Class C Certificateholder shall not
impair or affect the validity of the redemption of any other Note or the Class C
Certificate.

               SECTION 10.3. Notes Payable on Redemption Date. The Notes and
Class C Certificate to be redeemed shall, following notice of redemption as
required by Section 10.2, on the Redemption Date become due and payable at the
Redemption Price and (unless the Class R Certificateholder shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.


                                   ARTICLE XI

                                  Miscellaneous
                                  -------------

               SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon
any application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee and to the Note Insurer (i) an Officer's Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture, no additional certificate or opinion need be
furnished and (iii) (if required by the TIA) an Independent Certificate from a
firm of certified public accountants.

               Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

               (i) a statement that each signatory of such certificate or
       opinion has read or has caused to be read such covenant or condition and
       the definitions herein relating thereto;

               (ii) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

               (iii) a statement that, in the opinion of each such signatory,
       such signatory has made such examination or investigation as is necessary
       to enable such signatory to express an informed opinion as to whether or
       not such covenant or condition has been complied with; and



                                       51
<PAGE>

               (iv) a statement as to whether, in the opinion of each such
       signatory such condition or covenant has been complied with.

               (b) Prior to the deposit of any Pledged Property or other
property or securities with the Indenture Trustee that is to be made the basis
for the release of any property or securities subject to the lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in Section
11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and the
Note Insurer an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such
deposit) to the Issuer of the Pledged Property or other property or securities
to be so deposited.

               (i) Whenever the Issuer is required to furnish to the Indenture
       Trustee and the Note Insurer an Officer's Certificate certifying or
       stating the opinion of any signer thereof as to the matters described in
       clause (i) above, the Issuer shall also deliver to the Indenture Trustee
       and the Note Insurer an Independent Certificate as to the same matters,
       if the fair value to the Issuer of the securities to be so deposited and
       of all other such securities made the basis of any such withdrawal or
       release since the commencement of the then-current fiscal year of the
       Issuer, as set forth in the certificates delivered pursuant to clause (i)
       above and this clause (ii), is 10% or more of the outstanding Note
       Balance of the Notes, but such a certificate need not be furnished with
       respect to any securities so deposited, if the fair value thereof to the
       Issuer as set forth in the related Officer's Certificate is less than
       $25,000 or less than 1% of the outstanding Note Balance of the Notes.

               (ii) Other than with respect to the release of any Purchased
       Receivables or Liquidated Receivables or any Receivable that has been
       paid in full by or on behalf of the related Obligor, whenever any
       property or securities are to be released from the lien of this
       Indenture, the Issuer shall also furnish to the Indenture Trustee and the
       Note Insurer an Officer's Certificate certifying or stating the opinion
       of each person signing such certificate as to the fair value (within
       ninety (90) days of such release) of the property or securities proposed
       to be released and stating that in the opinion of such person the
       proposed release will not impair the security under this Indenture in
       contravention of the provisions hereof.

               (iii) Whenever the Issuer is required to furnish to the Indenture
       Trustee and the Note Insurer an Officer's Certificate certifying or
       stating the opinion of any signer thereof as to the matters described in
       clause (iii) above, the Issuer shall also furnish to the Indenture
       Trustee and the Note Insurer an Independent Certificate as to the same
       matters if the fair value of the property or securities and of all other
       property other than Purchased Receivables and Defaulted Receivables, or
       securities released from the lien of this Indenture since the
       commencement of the then current calendar year, as set forth in the
       certificates required by clause (iii) above and this clause (iv), equals
       10% or more of the outstanding Note Balance of the Notes, but such
       certificate need not be furnished in the case of any release of property
       or securities if the fair value thereof as set forth in the related
       Officer's Certificate is less than $25,000 or less than 1% of the then
       outstanding Note Balance of the Notes.


                                       52
<PAGE>

               (iv) Notwithstanding Section 2.11 or any other provision of this
       Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose
       of Receivables as and to the extent permitted or required by the Basic
       Documents and (B) make cash payments out of the Accounts as and to the
       extent permitted or required by the Basic Documents.

               SECTION 11.2. Form of Documents Delivered to Indenture Trustee.
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

               Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his or her certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Servicer, the Transferor or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Transferor or the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

               Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

               Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

               SECTION 11.3. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders



                                       53
<PAGE>

signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this
Section.

               (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any customary manner of the Indenture
Trustee.

               (c) The ownership of Notes shall be proved by the Note Register.

               (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the Holder
of every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

               SECTION 11.4. Notices, etc., to Indenture Trustee, Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver, instruction or Act of Noteholders or other documents provided or
permitted by this Indenture to be made upon, given or furnished to or filed
with:

               (a) The Indenture Trustee by any Noteholder or the Class C
Certificateholder or by the Issuer shall be sufficient for every purpose
hereunder if personally delivered, delivered by overnight courier or mailed
certified mail, return receipt requested and shall be deemed to have been duly
given upon receipt to the Indenture Trustee at its Corporate Trust Office, or

               (b) The Issuer by the Indenture Trustee or by any Noteholder or
the Class C Certificateholder shall be sufficient for every purpose hereunder if
personally delivered, delivered by overnight courier or mailed certified mail,
return receipt requested and shall deemed to have been duly given upon receipt
to the Issuer addressed to: Long Beach Acceptance Auto Receivables Trust 2003-B,
in care of Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration (Telecopy: (302) 651-8882), or at any other address previously
furnished in writing to the Indenture Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee and the Class C Certificateholder.

               (c) The Note Insurer by the Issuer or the Indenture Trustee shall
be sufficient for any purpose hereunder if in writing and mailed by registered
mail or personally delivered or telexed or telecopied to the recipient as
follows:

To the Note Insurer:     Financial Security Assurance Inc.
                         350 Park Avenue
                         New York, NY 10022
                         Attention: Transaction Oversight
                         Re: Long Beach Acceptance Auto Receivables Trust 2003-B
                         Telex No.: (212) 688-3101
                         Confirmation: (212) 826-0100
                         Telecopy Nos.: (212) 339-3518 or (212) 339-3529


                                       54
<PAGE>

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

               Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered, delivered by overnight courier or mailed certified mail,
return receipt requested to (i) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., 99 Church Street, New York, New York
10004 and (ii) in the case of S&P, at the following address: Standard & Poor's
Ratings Services, 55 Water Street, 40th Floor, New York, New York 10041,
Attention of Asset-Backed Surveillance Department; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

               SECTION 11.5. Notices to Noteholders; Waiver. Where this
Indenture provides for notice to Noteholders or the Class C Certificateholder,
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Noteholder or the Class C Certificateholder, affected by such event, at his
address as it appears on the Note Register or the Certificate Register, as the
case may be, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders or the Class C Certificateholder is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder or the Class C Certificateholder shall affect the
sufficiency of such notice with respect to other Noteholders or the Class C
Certificateholder, and any notice that is mailed in the manner herein provided
shall conclusively be presumed to have been duly given.

               Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

               In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders or the Class C Certificateholder when
such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.

               Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.


                                       55
<PAGE>

               SECTION 11.6. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

               The provisions of TIA (ss.ss.) 310 through 317 that impose duties
on any person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

               SECTION 11.7. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

               SECTION 11.8. Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents of the Indenture Trustee.

               SECTION 11.9. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

               SECTION 11.10. Benefits of Indenture. The Note Insurer and its
successors and assigns shall be third-party beneficiaries to the provisions of
this Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Note Insurer Default shall have
occurred and be continuing. Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Noteholders, the Class C Certificateholder and any
other party secured hereunder, and any other person with an ownership interest
in any part of the Pledged Property, any benefit or any legal or equitable
right, remedy or claim under this Indenture. The Note Insurer may disclaim any
of its rights and powers under this Indenture (in which case the Indenture
Trustee may exercise such right or power hereunder), but not its duties and
obligations under the Policy, upon delivery of a written notice to the Indenture
Trustee.

               SECTION 11.11. Legal Holidays. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date an which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

               SECTION 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.



                                       56
<PAGE>

               SECTION 11.13. Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

               SECTION 11.14. Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee and the Note Insurer) to the
effect that such recording is necessary either for the protection of the
Noteholders or any other person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee or the Trust Collateral Agent
under this Indenture or the Sale and Servicing Agreement, or the Collateral
Agent under the Spread Account Agreement.

               SECTION 11.15. Trust Obligation.

               (a) No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Transferor, the Servicer, the
Owner Trustee, the Trust Collateral Agent or the Indenture Trustee on the Notes
or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Issuer, the Transferor, the
Servicer, the Indenture Trustee, the Trust Collateral Agent or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Transferor, the Servicer, the Indenture Trustee, the
Trust Collateral Agent or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Transferor, the Servicer, the
Owner Trustee, the Trust Collateral Agent or the Indenture Trustee or of any
successor or assign of the Transferor, the Servicer, the Indenture Trustee, the
Trust Collateral Agent or the Owner Trustee in its individual capacity, except
in each case as any such Person may have expressly agreed (it being understood
that the Indenture Trustee, the Trust Collateral Agent and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. For
all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of the Trust Agreement.

               (b) It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by WTC, not individually or
personally but solely as Owner Trustee of the Issuer in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by WTC but is made and intended for the purpose for binding only the
Issuer, (c) nothing herein contained shall be construed as creating any
liability on WTC, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall WTC be personally
liable for the payment of any indebtedness or expenses of the Issuer or be
liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Agreement or any other
related document.


                                       57
<PAGE>

               (c) Notwithstanding anything contained herein to the contrary,
this Agreement has been executed and delivered by JPMorgan Chase, not in its
individual capacity but solely as Indenture Trustee and in no event shall
JPMorgan Chase have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

               SECTION 11.16. No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby covenant
and agree that they will not prior to the date that is one year and one day
after the payment in full of all outstanding Notes and the Class C Certificate
institute against the Transferor or the Issuer, or join in any institution
against the Transferor or the Issuer 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 Notes, this Indenture or any of the Basic
Documents.

               SECTION 11.17. Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee or of
the Note Insurer, during the Issuer's normal business hours, to examine all the
books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. Notwithstanding anything herein to the contrary, the foregoing shall
not be construed to prohibit (i) disclosure of any and all information that is
or becomes publicly known, (ii) disclosure of any and all information (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory body having or claiming authority to regulate or
oversee any respects of the Indenture Trustee's business or that of its
affiliates, (C) pursuant to any subpoena, civil investigative demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which the Indenture Trustee or an affiliate or an officer, director, employer
or shareholder thereof is a party, (D) in any preliminary or final offering
circular, registration statement or contract or other document pertaining to the
transactions contemplated by the Indenture approved in advance by the Servicer
or the Issuer or (E) to any independent or internal auditor, agent, employee or
attorney of the Indenture Trustee having a need to know the same, provided that
the Indenture Trustee advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Servicer or the Issuer.

               SECTION 11.18. Rights of Note Insurer as Controlling Party. So
long as no Note Insurer Default has occurred and is continuing, except as
otherwise specifically provided herein, whenever Noteholder action, consent or
approval is required under this Indenture, such action, consent or approval
shall be deemed to have been taken or given on behalf of, and shall be binding
upon, all Noteholders if the Note Insurer agrees to take such action or give
such consent or approval. If a Note Insurer Default has occurred and is
continuing, any provision, including this Section 11.17, which gives the Note
Insurer any rights as Controlling Party shall be inoperative during the period
of such Note Insurer Default and such rights shall instead vest in the Indenture
Trustee acting at the direction of the Majorityholders.


                                       58
<PAGE>

               SECTION 11.19. 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 Indenture or any other Basic Document shall be
inapplicable at all times after the Policy Expiration Date, and (i) if such
reference provides for another party or parties to take or omit to take 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 such action following the Policy Expiration Date.
In addition, any other provision of this Indenture 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.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]







                                       59
<PAGE>


               IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture to be duly executed by their respective officers, hereunto
duly authorized, all as of the day and year first above written.

                                      LONG BEACH ACCEPTANCE AUTO
                                      RECEIVABLES TRUST 2003-B,

                                      By: Wilmington Trust Company, not in its
                                      individual capacity but solely as Owner
                                      Trustee


                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:


                                      JPMORGAN CHASE BANK, not in its individual
                                      capacity but solely as Indenture Trustee


                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:



<PAGE>


                                                                         ANNEX A


                                  DEFINED TERMS


<PAGE>


                                                                     EXHIBIT A-1


REGISTERED                                                    $48,000,000
No. RA--1--1
                       SEE REVERSE FOR CERTAIN DEFINITIONS
                                                             CUSIP NO. [_______]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS NOTE SHALL BE PERMITTED TO BE MADE TO ANY PERSON UNLESS THE
INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO THE EFFECT
THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT 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 OR (II) A
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE
TRANSFEREE'S ACQUISITION AND CONTINUED HOLDING OF THIS NOTE. EACH TRANSFEREE OF
A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF THE FOREGOING
REPRESENTATIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B
                       0.990% ASSET-BACKED NOTE, CLASS A-1

               Long Beach Acceptance Auto Receivables Trust 2003-B, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of FORTY EIGHT MILLION DOLLARS
payable on each Payment Date from the sources and on the terms and conditions
set forth herein and as more fully set forth in the Indenture; provided,
however, that the entire unpaid principal amount of this Class A-1 Note shall be
due and payable on the June 2004 Payment Date (the "Class A-1 Final Scheduled


<PAGE>

Payment Date"). The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment Date until the principal of this Note is paid or
made available for payment. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, if no interest has yet been paid,
from and including June 25, 2003 (the "Interest Period"). Interest will be
computed on the basis of a 360-day year and the actual number of days elapsed
during the related Interest Period (which for the initial Interest Period is 20
days). Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

               The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

               The Class A-1 Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by Financial Security Assurance,
Inc. (the "Note Insurer"), pursuant to which the Note Insurer has
unconditionally guaranteed payment to the Class A-1 Noteholders of (i) the Class
A-1 Interest Payment Amount with respect to each Payment Date, (ii) the amount,
if any, by which the outstanding Class A Note Balance (after taking into account
payments of principal on such Payment Dates) exceeds the Pool Balance as of the
last day of the related Collection Period with respect to each Payment Date and
(iii) the Principal Payment Amount with respect to the Class A-1 Final Scheduled
Payment Date, all as more fully set forth in the Indenture and the Sale and
Servicing Agreement.

               Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

               Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.



                                      A-1-2

<PAGE>


               IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

Date: June 25, 2003

                                             LONG BEACH ACCEPTANCE AUTO
                                             RECEIVABLES TRUST 2003-B

                                             By: Wilmington Trust Company, not
                                             in its individual capacity but
                                             solely as Owner Trustee


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:





                                      A-1-3

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: June 25, 2003                           JPMORGAN CHASE BANK, not in its
                                              individual capacity but solely as
                                              Indenture Trustee


                                              By:
                                                  ------------------------------
                                                      Authorized Signatory






                                      A-1-4

<PAGE>


                                [REVERSE OF NOTE]

               This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 0.990% Asset-Backed Notes, Class A-1 (herein called
the "Class A-1 Notes"), issued under an Indenture dated as of June 1, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The 1.114% Asset-Backed Notes, Class A-2, the 1.575% Asset-Backed Notes, Class
A-3 and the 2.178% Asset-Backed Notes, Class A-4 (the "Class A-2 Notes," the
"Class A-3 Notes" and the "Class A-4 Notes", respectively, and together with the
Class A-1 Notes, the "Notes") have also been issued under the Indenture. The
Notes are subject to all terms of the Indenture and the Sale and Servicing
Agreement. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

               The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

               Principal of the Class A-1 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next Business Day, commencing July 15, 2003. The term "Payment Date," shall be
deemed to include the Class A-1 Final Scheduled Payment Date, Class A-2 Final
Scheduled Payment Date, Class A-3 Final Scheduled Payment Date and the Class A-4
Final Scheduled Payment Date.

               As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note is registrable in the Note Register
upon surrender of this Note for registration of transfer at the offices or
agencies maintained by the Indenture Trustee in its capacity as Note Registrar
or by any successor Note Registrar, in the Borough of Manhattan, The City of New
York, accompanied by a written instrument of transfer in form satisfactory to
the Indenture Trustee and the Note Registrar duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Notes of authorized denominations evidencing the same aggregate debt of the
Trust will be issued to the designated transferee.

               The Notes shall be issuable in minimum denominations of one
hundred thousand dollars ($100,000) and integral multiples of one thousand
dollars ($1,000) in excess thereof. As provided in the Agreement and subject to
certain limitations set forth therein, Notes are exchangeable for new Notes of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.


                                      A-1-5

<PAGE>

               The Indenture Trustee, the Note Registrar, and any agent of the
Indenture Trustee or the Note Registrar may treat the person in whose name this
Note is registered as the owner hereof for all purposes, and neither the
Indenture Trustee, the Note Registrar, nor any such agent shall be affected by
any notice to the contrary.

               The obligations and responsibilities created by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall terminate upon
the payment to Noteholders of all amounts required to be paid to them pursuant
to the Indenture and the Sale and Servicing Agreement, the payment of all
Reimbursement Obligations, and the expiration of any preference period with
respect thereto and the disposition of all property held as part of the Trust.
The Class R Certificateholder may redeem the Notes on any Payment Date on or
after the outstanding Pool Balance is less than or equal to 10% of the Original
Pool Balance at a price specified in the Indenture.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-1 Note Rate to the extent lawful.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee, Trust Collateral Agent, Collateral
Agent, Back-up Servicer, Custodian or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Issuer, the Transferor, the Servicer, the Originator,
the Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up
Servicer, Custodian or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Transferor, the
Servicer, the Originator, the Indenture Trustee, Trust Collateral Agent,
Collateral Agent, Back-up Servicer, Custodian or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Transferor, the Servicer, the Originator, the Owner Trustee, Trust Collateral
Agent, Collateral Agent, Back-up Servicer, Custodian or the Indenture Trustee or
of any successor or assign of the Transferor, the Servicer, the Originator, the
Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer,
Custodian or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer, Custodian
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees to
treat the Notes as indebtedness for purposes of federal income, state and local
income and franchise and any other income taxes.

               The Indenture permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Transferor and the rights of the Noteholders under the Indenture at any time by
the Issuer and the Indenture Trustee with the consent of the Note Insurer but,
in certain circumstances, without the consent of the Holders of


                                      A-1-6

<PAGE>

Notes. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the outstanding Note Balance of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

               The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

               The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

               This Note, the Sale and Servicing Agreement and the Indenture
shall be construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

               No reference herein to the Indenture or any of the other Basic
Documents and no provision of this Note or of the Indenture or any of the other
Basic Documents shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.

               Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purposes of binding
the interests of the Issuer in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.



                                      A-1-7

<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

               FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               --------------------------------
                (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


Dated                                   (2)
      ---------------------------------        ---------------------------------
                                                      Signature Guaranteed:



---------------------------------------














-----------------------

(2)             NOTE: The signature to this assignment must correspond with the
        name of the registered owner as it appears on the face of the within
        Note in every particular, without alteration, enlargement or any change
        whatsoever.



                                      A-1-8

<PAGE>


                                                                     EXHIBIT A-2


REGISTERED                                                   $84,200,000
No. RA--2--1
                       SEE REVERSE FOR CERTAIN DEFINITIONS
                                                             CUSIP NO. [_______]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS NOTE SHALL BE PERMITTED TO BE MADE TO ANY PERSON UNLESS THE
INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO THE EFFECT
THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT 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 OR (II) A
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE
TRANSFEREE'S ACQUISITION AND CONTINUED HOLDING OF THIS NOTE. EACH TRANSFEREE OF
A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF THE FOREGOING
REPRESENTATIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B
                       1.114% ASSET-BACKED NOTE, CLASS A-2

               Long Beach Acceptance Auto Receivables Trust 2003-B, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of EIGHTY FOUR MILLION TWO
HUNDRED THOUSAND DOLLARS payable on each Payment Date from the sources and on
the terms and conditions set forth herein and as more fully set forth in the
Indenture; provided, however, that the entire unpaid principal



                                       63
<PAGE>


amount of this Class A-2 Note shall be due and payable on the October 2006
Payment Date (the "Class A-2 Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. Interest
on this Note will accrue for each Payment Date from and including the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from and including June 25,
2003 (the "Interest Period"). Interest will be computed on the basis of a
360-day year consisting of twelve 30 day months (or, with respect to the initial
Payment Date, 20 days). Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof. Except as otherwise set
forth in the Indenture, the rights of the Class A-2 Noteholders to receive
payments of principal on each Payment Date are subordinated to the rights of the
Class A-1 Noteholders to receive payments in respect of principal, if any, due
on such Payment Date.

               The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

               The Class A-2 Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by Financial Security Assurance,
Inc. (the "Note Insurer"), pursuant to which the Note Insurer has
unconditionally guaranteed payment to the Class A-2 Noteholders of (i) the Class
A-2 Interest Payment Amount with respect to each Payment Date, (ii) the amount,
if any, by which the outstanding Class A Note Balance (after taking into account
payments of principal on such Payment Dates) exceeds the Pool Balance as of the
last day of the related Collection Period with respect to each Payment Date and
(iii) the Principal Payment Amount with respect to the Class A-2 Final Scheduled
Payment Date, all as more fully set forth in the Indenture and the Sale and
Servicing Agreement.

               Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

               Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


                                      A-2-2

<PAGE>


               IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

Date: June 25, 2003

                                                 LONG BEACH ACCEPTANCE AUTO
                                                 RECEIVABLES TRUST 2003-B

                                                 By: Wilmington Trust Company,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                                 By:
                                                     ---------------------------
                                                 Name:
                                                 Title:




                                      A-2-3
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: June 25, 2003                          JPMORGAN CHASE BANK, not in its
                                             individual capacity but solely as
                                             Indenture Trustee


                                             By:
                                                 -------------------------------
                                                      Authorized Signatory








                                      A-2-4
<PAGE>


                                [REVERSE OF NOTE]

               This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 1.114% Asset-Backed Notes, Class A-2 (herein called
the "Class A-2 Notes"), issued under an Indenture dated as of June 1, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The 0.990% Asset-Backed Notes, Class A-1, the 1.575% Asset-Backed Notes, Class
A-3, the 2.178% Asset-Backed Notes and Class A-4 (the "Class A-1 Notes," the
"Class A-3 Notes" and the "Class A-4 Notes" respectively, and together with the
Class A-2 Notes, the "Notes") have also been issued under the Indenture. The
Notes are subject to all terms of the Indenture and the Sale and Servicing
Agreement. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

               The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

               Principal of the Class A-2 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next Business Day, commencing July 15, 2003. The term "Payment Date," shall be
deemed to include the Class A-1 Final Scheduled Payment Date, the Class A-2
Final Scheduled Payment Date, the Class A-3 Final Scheduled Payment Date and the
Class A-4 Final Scheduled Payment Date.

               As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note is registrable in the Note Register
upon surrender of this Note for registration of transfer at the offices or
agencies maintained by the Indenture Trustee in its capacity as Note Registrar
or by any successor Note Registrar, in the Borough of Manhattan, The City of New
York, accompanied by a written instrument of transfer in form satisfactory to
the Indenture Trustee and the Note Registrar duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Notes of authorized denominations evidencing the same aggregate debt of the
Trust will be issued to the designated transferee.

               The Notes shall be issuable in minimum denominations of one
hundred thousand dollars ($100,000) and integral multiples of one thousand
dollars ($1,000) in excess thereof. As provided in the Agreement and subject to
certain limitations set forth therein, Notes are exchangeable for new Notes of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.


                                     A-2-5
<PAGE>

               The Indenture Trustee, the Note Registrar, and any agent of the
Indenture Trustee or the Note Registrar may treat the person in whose name this
Note is registered as the owner hereof for all purposes, and neither the
Indenture Trustee, the Note Registrar, nor any such agent shall be affected by
any notice to the contrary.

               The obligations and responsibilities created by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall terminate upon
the payment to Noteholders of all amounts required to be paid to them pursuant
to the Indenture and the Sale and Servicing Agreement, the payment of all
Reimbursement Obligations, and the expiration of any preference period with
respect thereto and the disposition of all property held as part of the Trust.
The Class R Certificateholder may redeem the Notes on any Payment Date on or
after the outstanding Pool Balance is less than or equal to 10% of the Original
Pool Balance at a price specified in the Indenture.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-2 Note Rate to the extent lawful.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee, Trust Collateral Agent, Collateral
Agent, Back-up Servicer, Custodian or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Issuer, the Transferor, the Servicer, the Originator,
the Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up
Servicer, Custodian or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Transferor, the
Servicer, the Originator, the Indenture Trustee, Trust Collateral Agent,
Collateral Agent, Back-up Servicer, Custodian or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Transferor, the Servicer, the Originator, the Owner Trustee, Trust Collateral
Agent, Collateral Agent, Back-up Servicer, Custodian or the Indenture Trustee or
of any successor or assign of the Transferor, the Servicer, the Originator, the
Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer,
Custodian or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer, Custodian
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees to
treat the Notes as indebtedness for purposes of federal income, state and local
income and franchise and any other income taxes.

               The Indenture permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Transferor and the rights of the Noteholders under the Indenture at any time by
the Issuer and the Indenture Trustee with the



                                     A-2-6
<PAGE>

consent of the Note Insurer but, in certain circumstances, without the consent
of the Holders of Notes. The Indenture also contains provisions permitting the
Noteholders representing specified percentages of the outstanding Note Balance
of the Notes, on behalf of the Holders of all the Notes, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one of more Predecessor Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

               The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

               The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

               This Note, the Sale and Servicing Agreement and the Indenture
shall be construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

               No reference herein to the Indenture or any of the other Basic
Documents and no provision of this Note or of the Indenture or any of the other
Basic Documents shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.

               Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purposes of binding
the interests of the Issuer in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.



                                     A-2-7
<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

               FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               --------------------------------
                (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


Dated                                   (3)
      ---------------------------------         --------------------------------
                                                      Signature Guaranteed:


---------------------------------------
















----------------

(3)             NOTE: The signature to this assignment must correspond with the
        name of the registered owner as it appears on the face of the within
        Note in every particular, without alteration, enlargement or any change
        whatsoever.



                                     A-2-8
<PAGE>


                                                                     EXHIBIT A-3


REGISTERED                                                   $44,000,000
No. RA--3--1
                       SEE REVERSE FOR CERTAIN DEFINITIONS
                                                             CUSIP NO. [_______]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS NOTE SHALL BE PERMITTED TO BE MADE TO ANY PERSON UNLESS THE
INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO THE EFFECT
THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT 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 OR (II) A
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE
TRANSFEREE'S ACQUISITION AND CONTINUED HOLDING OF THIS NOTE. EACH TRANSFEREE OF
A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF THE FOREGOING
REPRESENTATIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B
                       1.575% ASSET-BACKED NOTE, CLASS A-3

               Long Beach Acceptance Auto Receivables Trust 2003-B, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of FORTY FOUR MILLION DOLLARS
payable on each Payment Date from the sources and on the terms and conditions
set forth herein and as more fully set forth in the Indenture; provided,
however, that the entire unpaid principal amount of this Class A-3 Note




<PAGE>

shall be due and payable on the September 2007 Payment Date (the "Class A-3
Final Scheduled Payment Date"). The Issuer will pay interest on this Note at the
rate per annum shown above on each Payment Date until the principal of this Note
is paid or made available for payment. Interest on this Note will accrue for
each Payment Date from and including the most recent Payment Date on which
interest has been paid to but excluding such Payment Date or, if no interest has
yet been paid, from and including June 25, 2003 (the "Interest Period").
Interest will be computed on the basis of a 360-day year consisting of twelve 30
day months (or, with respect to the initial Payment Date, 20 days). Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof. Except as otherwise set forth in the Indenture, the rights
of the Class A-3 Noteholders to receive payments of principal on each Payment
Date are subordinated to the rights of the Class A-1 Noteholders and the Class
A-2 Noteholders to receive payments in respect of principal, if any, due on such
Payment Date.

               The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

               The Class A-3 Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by Financial Security Assurance,
Inc. (the "Note Insurer"), pursuant to which the Note Insurer has
unconditionally guaranteed payment to the Class A-3 Noteholders of (i) the Class
A-3 Interest Payment Amount with respect to each Payment Date, (ii) the amount,
if any, by which the outstanding Class A Note Balance (after taking into account
payments of principal on such Payment Dates) exceeds the Pool Balance as of the
last day of the related Collection Period with respect to each Payment Date and
(iii) the Principal Payment Amount with respect to the Class A-3 Final Scheduled
Payment Date, all as more fully set forth in the Indenture and the Sale and
Servicing Agreement.

               Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

               Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.




                                     A-3-2
<PAGE>


               IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

Date: June 25, 2003

                                                 LONG BEACH ACCEPTANCE AUTO
                                                 RECEIVABLES TRUST 2003-B

                                                 By: Wilmington Trust Company,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                                 By:
                                                     ---------------------------
                                                 Name:
                                                 Title:



                                      A-3-3
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: June 25, 2003                          JPMORGAN CHASE BANK, not in its
                                             individual capacity but solely as
                                             Indenture Trustee


                                             By:
                                                 -----------------------------
                                                     Authorized Signatory




                                     A-3-4
<PAGE>


                                [REVERSE OF NOTE]

               This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 1.575% Asset-Backed Notes, Class A-3 (herein called
the "Class A-3 Notes"), issued under an Indenture dated as of June 1, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMORGAN CHASE BANK, as Indenture Trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The 0.990% Asset-Backed Notes, Class A-1, the 1.114% Asset-Backed Notes, Class
A-2 and the 2.178% Asset-Backed Notes Class A-4 (the "Class A-1 Notes," the
"Class A-2 Notes" and the "Class A-4 Notes", respectively, and together with the
Class A-3 Notes, the "Notes") have also been issued under the Indenture. The
Notes are subject to all terms of the Indenture and the Sale and Servicing
Agreement. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

               The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

               Principal of the Class A-3 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next Business Day, commencing July 15, 2003. The term "Payment Date," shall be
deemed to include the Class A-1 Final Scheduled Payment Date, the Class A-2
Final Scheduled Payment Date, the Class A-3 Final Scheduled Payment Date and the
Class A-4 Final Scheduled Payment Date.

               As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note is registrable in the Note Register
upon surrender of this Note for registration of transfer at the offices or
agencies maintained by the Indenture Trustee in its capacity as Note Registrar
or by any successor Note Registrar, in the Borough of Manhattan, The City of New
York, accompanied by a written instrument of transfer in form satisfactory to
the Indenture Trustee and the Note Registrar duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Notes of authorized denominations evidencing the same aggregate debt of the
Trust will be issued to the designated transferee.

               The Notes shall be issuable in minimum denominations of one
hundred thousand dollars ($100,000) and integral multiples of one thousand
dollars ($1,000) in excess thereof. As provided in the Agreement and subject to
certain limitations set forth therein, Notes are exchangeable for new Notes of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.


                                     A-3-5
<PAGE>

               The Indenture Trustee, the Note Registrar, and any agent of the
Indenture Trustee or the Note Registrar may treat the person in whose name this
Note is registered as the owner hereof for all purposes, and neither the
Indenture Trustee, the Note Registrar, nor any such agent shall be affected by
any notice to the contrary.

               The obligations and responsibilities created by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall terminate upon
the payment to Noteholders of all amounts required to be paid to them pursuant
to the Indenture and the Sale and Servicing Agreement, the payment of all
Reimbursement Obligations, and the expiration of any preference period with
respect thereto and the disposition of all property held as part of the Trust.
The Class R Certificateholder may redeem the Notes on any Payment Date on or
after the outstanding Pool Balance is less than or equal to 10% of the Original
Pool Balance at a price specified in the Indenture.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-3 Note Rate to the extent lawful.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee, Trust Collateral Agent, Collateral
Agent, Back-up Servicer, Custodian or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Issuer, the Transferor, the Servicer, the Originator,
the Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up
Servicer, Custodian or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Transferor, the
Servicer, the Originator, the Indenture Trustee, Trust Collateral Agent,
Collateral Agent, Back-up Servicer, Custodian or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Transferor, the Servicer, the Originator, the Owner Trustee, Trust Collateral
Agent, Collateral Agent, Back-up Servicer, Custodian or the Indenture Trustee or
of any successor or assign of the Transferor, the Servicer, the Originator, the
Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer,
Custodian or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer, Custodian
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees to
treat the Notes as indebtedness for purposes of federal income, state and local
income and franchise and any other income taxes.

               The Indenture permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Transferor and the rights of the Noteholders under the Indenture at any time by
the Issuer and the Indenture Trustee with the consent of the Note Insurer but,
in certain circumstances, without the consent of the Holders of



                                     A-3-6
<PAGE>

Notes. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the outstanding Note Balance of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

               The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

               The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

               This Note, the Sale and Servicing Agreement and the Indenture
shall be construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

               No reference herein to the Indenture or any of the other Basic
Documents and no provision of this Note or of the Indenture or any of the other
Basic Documents shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.

               Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purposes of binding
the interests of the Issuer in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.




                                     A-3-7
<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

--------------------------------
 (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


Dated                                    (4)
       ---------------------------------         -------------------------------
                                                      Signature Guaranteed:


----------------------------------------








--------------------
(4)             NOTE: The signature to this assignment must correspond with the
        name of the registered owner as it appears on the face of the within
        Note in every particular, without alteration, enlargement or any change
        whatsoever.



                                     A-3-8
<PAGE>


                                                                     EXHIBIT A-4


REGISTERED                                                     $73,800,000
No. RA--4--1
                       SEE REVERSE FOR CERTAIN DEFINITIONS
                                                             CUSIP NO. [_______]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS NOTE SHALL BE PERMITTED TO BE MADE TO ANY PERSON UNLESS THE
INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO THE EFFECT
THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT 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 OR (II) A
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE
TRANSFEREE'S ACQUISITION AND CONTINUED HOLDING OF THIS NOTE. EACH TRANSFEREE OF
A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF THE FOREGOING
REPRESENTATIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


               LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2003-B
                       2.178% ASSET-BACKED NOTE, CLASS A-4

               Long Beach Acceptance Auto Receivables Trust 2003-B, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of SEVENTY THREE MILLION, EIGHT
HUNDRED THOUSAND DOLLARS payable on each Payment Date from the sources and on
the terms and conditions set forth herein and as more fully set forth in the
Indenture; provided, however, that the entire unpaid principal



                                     A-4-1
<PAGE>


amount of this Class A-4 Note shall be due and payable on the February 2010
Payment Date (the "Class A-4 Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment;
provided, however, that if the Class R Certificateholder does not exercise its
option to redeem the Notes on the first Payment Date on or after the date on
which the outstanding Pool Balance is less than or equal to 10% of the Original
Pool Balance, the Class A-4 Note Rate shall on such Payment Date and each
Payment Date thereafter, equal 3.5230% per annum. Interest on this Note will
accrue for each Payment Date from and including the most recent Payment Date on
which interest has been paid to but excluding such Payment Date or, if no
interest has yet been paid, from and including June 25, 2003 (the "Interest
Period"). Interest will be computed on the basis of a 360-day year consisting of
twelve 30 day months (or, with respect to the initial Payment Date, 20 days).
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. Except as otherwise set forth in the Indenture,
the rights of the Class A-4 Noteholders to receive payments of principal on each
Payment Date are subordinated to the rights of the Class A-1 Noteholders, the
Class A-2 Noteholders and the Class A-3 Noteholders to receive payments in
respect of principal, if any, due on such Payment Date.

               The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

               The Class A-4 Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by Financial Security Assurance,
Inc. (the "Note Insurer"), pursuant to which the Note Insurer has
unconditionally guaranteed payment to the Class A-4 Noteholders of (i) the Class
A-4 Interest Payment Amount with respect to each Payment Date, (ii) the amount,
if any, by which the outstanding Class A Note Balance (after taking into account
payments of principal on such Payment Dates) exceeds the Pool Balance as of the
last day of the related Collection Period with respect to each Payment Date and
(iii) the Principal Payment Amount with respect to the Class A-4 Final Scheduled
Payment Date, all as more fully set forth in the Indenture and the Sale and
Servicing Agreement.

               Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

               Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.




                                     A-4-2
<PAGE>


               IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

Date: June 25, 2003

                                               LONG BEACH ACCEPTANCE AUTO
                                               RECEIVABLES TRUST 2003-B

                                               By: Wilmington Trust Company, not
                                               in its individual capacity
                                               but solely as Owner Trustee


                                               By:
                                                   -----------------------------
                                               Name:
                                               Title:




                                     A-4-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: June 25, 2003                           JPMORGAN CHASE BANK, not in its
                                              individual capacity but solely as
                                              Indenture Trustee


                                              By:
                                                  ------------------------------
                                                      Authorized Signatory






                                     A-4-4
<PAGE>


                                [REVERSE OF NOTE]

               This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 2.178% Asset-Backed Notes, Class A-4 (herein called
the "Class A-4 Notes"), issued under an Indenture dated as of June 1, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMORGAN CHASE BANK, as Indenture Trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The 0.990% Asset-Backed Notes, Class A-1, the 1.114% Asset-Backed Notes, Class
A-2 Notes and the 1.575% Asset-Backed Notes, Class A-3 Notes (the "Class A-1
Notes", the "Class A-2 Notes" and the "Class A-3 Notes ", respectively, and
together with the Class A-4 Notes, the "Notes") have also been issued under the
Indenture. The Notes are subject to all terms of the Indenture and the Sale and
Servicing Agreement. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.

               The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

               Principal of the Class A-4 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next Business Day, commencing July 15, 2003. The term "Payment Date," shall be
deemed to include the Class A-1 Final Scheduled Payment Date, the Class A-2
Final Scheduled Payment Date, the Class A-3 Final Scheduled Payment Date and the
Class A-4 Final Scheduled Payment Date.

               As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note is registrable in the Note Register
upon surrender of this Note for registration of transfer at the offices or
agencies maintained by the Indenture Trustee in its capacity as Note Registrar
or by any successor Note Registrar, in the Borough of Manhattan, The City of New
York, accompanied by a written instrument of transfer in form satisfactory to
the Indenture Trustee and the Note Registrar duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Notes of authorized denominations evidencing the same aggregate debt of the
Trust will be issued to the designated transferee.

               The Notes shall be issuable in minimum denominations of one
hundred thousand dollars ($100,000) and integral multiples of one thousand
dollars ($1,000) in excess thereof. As provided in the Agreement and subject to
certain limitations set forth therein, Notes are exchangeable for new Notes of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.


                                     A-4-5
<PAGE>

               The Indenture Trustee, the Note Registrar, and any agent of the
Indenture Trustee or the Note Registrar may treat the person in whose name this
Note is registered as the owner hereof for all purposes, and neither the
Indenture Trustee, the Note Registrar, nor any such agent shall be affected by
any notice to the contrary.

               The obligations and responsibilities created by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall terminate upon
the payment to Noteholders of all amounts required to be paid to them pursuant
to the Indenture and the Sale and Servicing Agreement, the payment of all
Reimbursement Obligations, and the expiration of any preference period with
respect thereto and the disposition of all property held as part of the Trust.
The Class R Certificateholder may redeem the Notes on any Payment Date on or
after the outstanding Pool Balance is less than or equal to 10% of the Original
Pool Balance at a price specified in the Indenture.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-4 Note Rate to the extent lawful.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee, Trust Collateral Agent, Collateral
Agent, Back-up Servicer, Custodian or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Issuer, the Transferor, the Servicer, the Originator,
the Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up
Servicer, Custodian or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Transferor, the
Servicer, the Originator, the Indenture Trustee, Trust Collateral Agent,
Collateral Agent, Back-up Servicer, Custodian or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Transferor, the Servicer, the Originator, the Owner Trustee, Trust Collateral
Agent, Collateral Agent, Back-up Servicer, Custodian or the Indenture Trustee or
of any successor or assign of the Transferor, the Servicer, the Originator, the
Indenture Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer,
Custodian or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, Trust Collateral Agent, Collateral Agent, Back-up Servicer, Custodian
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees to
treat the Notes as indebtedness for purposes of federal income, state and local
income and franchise and any other income taxes.

               The Indenture permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Transferor and the rights of the Noteholders under the Indenture at any time by
the Issuer and the Indenture Trustee with the consent of the Note Insurer but,
in certain circumstances, without the consent of the Holders of



                                     A-4-6
<PAGE>


Notes. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the outstanding Note Balance of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

               The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

               The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

               This Note, the Sale and Servicing Agreement and the Indenture
shall be construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

               No reference herein to the Indenture or any of the other Basic
Documents and no provision of this Note or of the Indenture or any of the other
Basic Documents shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.

               Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purposes of binding
the interests of the Issuer in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.




                                     A-4-7
<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

               FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               --------------------------------
                (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


Dated                                  (5)
      --------------------------------          --------------------------------
                                                     Signature Guaranteed:


--------------------------------------















-------------------

(5)             NOTE: The signature to this assignment must correspond with the
        name of the registered owner as it appears on the face of the within
        Note in every particular, without alteration, enlargement or any change
        whatsoever.



                                      A-4-8
<PAGE>


                                                                       EXHIBIT B

                          FORM OF DEPOSITORY AGREEMENT


            Please See Tab 72 for the DTC Letter of Representations.



<PAGE>


                                                                       EXHIBIT C


                    [FORM OF CERTIFICATE AS TO ERISA MATTERS]


                                     [date]

Long Beach Acceptance Auto Receivables Trust 2003-B
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention: Corporate Trust Administration

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attention:     Global Trust Services --
               Long Beach Acceptance Auto
               Receivables Trust 2003-B

      Re:      Long Beach Acceptance Auto Receivables Trust 2003-B
               Asset-Backed Notes, Class [A-1][A-2][A-3][A-4]
               ----------------------------------------------

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 (i) is not, and is not 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") or (ii) is entitled to exemptive relief pursuant to a Department
of Labor prohibited transaction class exemption with respect to the Transferee's
acquisition and continued holding of such Class [A-1][A-2][A-3][A-4] Note.

               3. The Transferee hereby acknowledges that under the terms of the
Indenture, dated as of June 1, 2003 (the "Indenture"), between Long Beach
Acceptance Auto Receivables Trust 2003-B (the "Issuer") and JPMORGAN CHASE BANK,
as indenture trustee (the "Indenture Trustee"), no transfer of any Class
[A-1][A-2][A-3][A-4] Note (as defined in the Indenture) shall be permitted to be
made to any person unless



<PAGE>

the Indenture Trustee has received a certificate from such transferee to the
effect that such transferee (A) is not a Benefit Plan and is not acting on
behalf of or investing the assets of any such Benefit Plan or (B) is entitled to
exemptive relief pursuant to a Department of Labor prohibited transaction class
exemption with respect to such transferee's acquisition and continued holding of
such Note.

               4. The Class [A-1][A-2][A-3][A-4] Notes 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 Transferee]

                           By:
                               ----------------------
                               Name:
                               Title:

               The undersigned hereby acknowledges
that it is holding and will hold the Class [A-1]
[A-2][A-3][A-4] Notes at the exclusive direction of
and as nominee of the Investor named above.


-------------------------------------
[name of nominee]

By:
    ---------------------------------
    Name:
    Title:



                                      C-5-2