<PAGE>

                                                                  EXHIBIT 10.2

                             Annex A - Defined Terms

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

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

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

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

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

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

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

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

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

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

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

                                  Annex A-1
<PAGE>

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

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

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

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

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

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

     "Basic Documents" means the Sale and Servicing Agreement, the Indenture,
the Purchase Agreement, the Assignment, [the Spread Account Agreement,] the
Trust Agreement, the Notes, the Certificate, [the Servicer Termination Side
Letter, the Insurance Agreement, the Indemnification Agreement,] the
Guarantee, the Underwriting Agreement, [the Premium Letter,

                                  Annex A-2
<PAGE>

the  Lock-Box  Agreement,  the  Agency  Agreement,  the  Servicing  Assumption
Agreement, the Stock Pledge Agreement,] and [the Release].

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

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

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

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

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

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

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

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

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


                                  Annex A-3
<PAGE>


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

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

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

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

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

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

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

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

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

     "Closing Date" means _______________.

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

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

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



                                  Annex A-4
<PAGE>

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

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

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

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

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

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

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

                                  Annex A-5
<PAGE>

     modified or restructured over (ii) the net present value (using a
discount rate equal to the original APR on such Receivable) of the Scheduled
Receivable Payments as so modified or restructured. A Cram Down Loss will be
deemed to have occurred on the date of issuance of such order.

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

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

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

     "Custodian Fee Rate" means _____% per annum.

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

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

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

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

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

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

     "Defaulted Receivable" means, with respect to any Payment Date, a
Receivable with respect to which the earlier of any of the following shall
have occurred: (i) the related Obligor has failed to pay at least 95% of a
Scheduled Receivable Payment by its due date and such failure continues for 90
days (calculated based on a 360-day year consisting of twelve 30-day months),
(ii) the Servicer has repossessed the related Financed Vehicle (and any
applicable redemption period has expired) or (iii) such Receivable is in
default and the Servicer has



                                  Annex A-6
<PAGE>

determined in good faith that payments thereunder are not likely to be
resumed; provided, however, that Defaulted Receivable shall not include any
Optional Repurchase Receivable.

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

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

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

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

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

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

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

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

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

          (b)  by physical delivery of such certificated security in
               registered form to a "securities intermediary" (as defined in
               Section 8-102(a)(14) of the UCC)



                                  Annex A-7
<PAGE>

               acting on behalf of the Trust Collateral Agent if the
               certificated security has been specially endorsed to the Trust
               Collateral Agent by an effective endorsement.

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

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

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

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

          5. With respect to a "security entitlement" (as defined in Section
     8-102(a)(17) of the UCC), if a securities intermediary (A) indicates by
     book entry that a "financial asset" (as defined in Section 8-102(a)(9) of
     the UCC) has been credited to be the Trust Collateral Agent's "securities
     account" (as defined in Section 8-501(a) of the UCC), (B) receives a
     financial asset (as so defined) from the Trust Collateral Agent or
     acquires a financial asset for the Trust Collateral Agent, and in either
     case, accepts it for credit to the Trust Collateral Agent's securities
     account (as so defined), (C) becomes obligated under other law,
     regulation or rule to credit a financial asset to the Trust




                                  Annex A-8
<PAGE>

     Collateral Agent's securities account, or (D) has agreed that it will
     comply with "entitlement orders" (as defined in Section 8-102(a)(8) of
     the UCC) originated by the Trust Collateral Agent without further consent
     by the "entitlement holder" (as defined in Section 8-102(a)(7) of the
     UCC), of a confirmation of the purchase and the making by such securities
     intermediary of entries on its books and records identifying as belonging
     to the Trust Collateral Agent of (I) a specific certificated security in
     the securities intermediary's possession, (II) a quantity of securities
     that constitute or are part of a fungible bulk of certificated securities
     in the securities intermediary's possession, or (III) a quantity of
     securities that constitute or are part of a fungible bulk of securities
     shown on the account of the securities intermediary on the books of
     another securities intermediary.

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

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

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

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

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

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

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

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

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


                                  Annex A-9
<PAGE>


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

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

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

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

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

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

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

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


                                  Annex A-10
<PAGE>

performing its duties and responsibilities under the Sale and Servicing
Agreement or otherwise has available software which is adequate to perform its
duties and responsibilities under the Sale and Servicing Agreement.

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

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

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

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

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

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

     "Indebtedness" means, with respect to any Person at any time, (a)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the
deferred purchase price of property or services (including trade obligations);
(b) obligations of such Person as lessee under leases which should have been
or should be, in accordance with generally accepted accounting principles,
recorded as capital leases; (c) current liabilities of such Person in respect
of unfunded vested benefits under plans


                                  Annex A-11
<PAGE>

covered by Title IV of ERISA; (d) obligations issued for or liabilities
incurred on the account of such Person; (e) obligations or liabilities of such
Person arising under acceptance facilities; (f) obligations of such Person
under any guarantees, endorsements (other than for collection or deposit in
the ordinary course of business) and other contingent obligations to purchase,
to provide funds for payment, to supply funds to invest in any Person or
otherwise to assure a creditor against loss; (g) obligations of such Person
secured by any lien on property or assets of such Person, whether or not the
obligations have been assumed by such Person; or (h) obligations of such
Person under any interest rate or currency exchange agreement.

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

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

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

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

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

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

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



                                  Annex A-12
<PAGE>

the signer has read the definition of "Independent" in Annex A to the Sale and
Servicing Agreement and that the signer is Independent within the meaning
thereof.

     "Initial Class A Note Balance" means $_______________.


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


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

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

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

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

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

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

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

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

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

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

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

     "Legal Files" means, with respect to each Receivable, the following
documents held by the Custodian pursuant to Section 3.4 of the Sale and
Servicing Agreement: the fully executed original of such Receivable with fully
executed assignment from the related Dealer to

                                  Annex A-13
<PAGE>


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

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

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

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

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



                                  Annex A-14
<PAGE>

     "Lock-Box" means the post-office box or boxes, maintained pursuant to
Section 5.1 of the Sale and Servicing Agreement, into which the Servicer shall
direct each Obligor under each Receivable to forward all payments in respect
of such Receivable. "Lock-Box Account" means the segregated account or
accounts designated as such, established and maintained pursuant to Section
5.1(a) of the Sale and Servicing Agreement.

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

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

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

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

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

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

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

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

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

     "Note" means a Class A-1 Note.

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


                                  Annex A-15
<PAGE>

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

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

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

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

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

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

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

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

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

     "Note Rate" means the Class A Note Rate.

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

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


                                  Annex A-16
<PAGE>

account in determining  whether the requisite  percentage  necessary to effect
any such consent, waiver, request or demand shall have been obtained.

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

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

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

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

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

     "Original Pool Balance" means $_______________.

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

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

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

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

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


                                  Annex A-17
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

                                  Annex A-18
<PAGE>


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

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

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

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

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

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

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

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



                                  Annex A-19
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                  Annex A-20
<PAGE>

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

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

     "Receivables Purchase Price" means $_______________.

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

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

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

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

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

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

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

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

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

     "Responsible Officer" means, as to the Trust Collateral Agent, the
Indenture Trustee, the Custodian and the Back-up Servicer, an officer of the
Indenture Trustee having



                                  Annex A-21
<PAGE>

direct  responsibility  for the administration of the Basic Documents to which
such entities are a party.

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

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

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

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

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

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

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

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

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


                                  Annex A-22
<PAGE>


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

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

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

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

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

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

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

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

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

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

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



                                  Annex A-23
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                  Annex A-24
<PAGE>

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

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

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

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

     "Underwriters" means ____________________.

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

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

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



                                  Annex A-25