Execution
      Copy

    


    
      

      

    

     

    AMENDED
      AND RESTATED TRUST AGREEMENT

     

    between

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP. 

     

    and

     

    WILMINGTON
      TRUST COMPANY

    Owner
      Trustee

     

    Dated
      as
      of March 1, 2007

     

    


    
      

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

    
      	 	 
	
              Article
                I. Definitions

            	
              1

            
	 	 
	
              SECTION
                1.1. 

            	
              Capitalized
                Terms

            	
              1

            
	
              SECTION
                1.2. 

            	
              Other
                Definitional Provisions.

            	
              3

            
	 	 
	
              Article
                II. Organization

            	
              4

            
	 	 
	
              SECTION
                2.1. 

            	
              Name

            	
              4

            
	
              SECTION
                2.2. 

            	
              Office

            	
              4

            
	
              SECTION
                2.3. 

            	
              Purposes
                and Powers

            	
              4

            
	
              SECTION
                2.4. 

            	
              Appointment
                of Owner Trustee

            	
              7

            
	
              SECTION
                2.5. 

            	
              Initial
                Capital Contribution to the Trust

            	
              7

            
	
              SECTION
                2.6. 

            	
              Declaration
                of Trust

            	
              7

            
	
              SECTION
                2.7. 

            	
              Title
                to Owner Trust Estate

            	
              8

            
	
              SECTION
                2.8. 

            	
              Situs
                of Trust

            	
              8

            
	
              SECTION
                2.9. 

            	
              Representations
                and Warranties of the Transferor

            	
              8

            
	
              SECTION
                2.10. 

            	
              Covenants
                of the Certificateholders

            	
              10

            
	
              SECTION
                2.11. 

            	
              Federal
                Income Tax Treatment of the Trust.

            	
              11

            
	
              SECTION
                2.12. 

            	
              Derivatives
                Contracts

            	
              14

            
	 	 
	
              Article
                III. Certificates and Transfer of Interest

            	
              15

            
	 	 
	
              SECTION
                3.1. 

            	
              Initial
                Ownership

            	
              15

            
	
              SECTION
                3.2. 

            	
              The
                Certificates

            	
              15

            
	
              SECTION
                3.3. 

            	
              Authentication
                of Certificates

            	
              16

            
	
              SECTION
                3.4. 

            	
              Registration
                of Certificates

            	
              16

            
	
              SECTION
                3.5. 

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              18

            
	
              SECTION
                3.6. 

            	
              Persons
                Deemed Certificateholders

            	
              18

            
	
              SECTION
                3.7. 

            	
              Transfer
                of Certificates.

            	
              18

            
	
              SECTION
                3.8. 

            	
              Disposition
                In Whole But Not In Part.

            	
              20

            
	 	 
	
              Article
                IV. Voting Rights and Other Actions

            	
              20

            
	 	 
	
              SECTION
                4.1. 

            	
              Prior
                Notice to Certificateholders with Respect to Certain
                Matters

            	
              20

            
	
              SECTION
                4.2. 

            	
              Action
                by Certificateholders with Respect to Certain Matters

            	
              21

            
	
              SECTION
                4.3. 

            	
              Restrictions
                on Certificateholders' Power.

            	
              21

            
	
              SECTION
                4.4. 

            	
              Rights
                of Note Insurer

            	
              22

            
	 	 
	
              Article
                V. Authority and Duties of Owner Trustee

            	
              22

            
	 	 
	
              SECTION
                5.1. 

            	
              General
                Authority.

            	
              22

            
	
              SECTION
                5.2. 

            	
              General
                Duties

            	
              22

            
	
              SECTION
                5.3. 

            	
              Action
                upon Instruction.

            	
              23

            
	
              SECTION
                5.4. 

            	
              No
                Duties Except as Specified in this Agreement or in
                Instructions

            	
              24

            
	
              SECTION
                5.5. 

            	
              No
                Action Except under Specified Documents or Instructions

            	
              24

            


    


    
      
        
        

      

      
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      Page

    

    
      	
              SECTION
                5.6. 

            	
              Restrictions

            	
              24

            
	 	 
	
              Article
                VI. Concerning the Owner Trustee

            	
              25

            
	 	 
	
              SECTION
                6.1. 

            	
              Acceptance
                of Trusts and Duties

            	
              25

            
	
              SECTION
                6.2. 

            	
              Furnishing
                of Documents

            	
              26

            
	
              SECTION
                6.3. 

            	
              Representations
                and Warranties

            	
              27

            
	
              SECTION
                6.4. 

            	
              Reliance;
                Advice of Counsel.

            	
              27

            
	
              SECTION
                6.5. 

            	
              Not
                Acting in Individual Capacity

            	
              28

            
	
              SECTION
                6.6. 

            	
              Owner
                Trustee Not Liable for Certificates or Receivables

            	
              28

            
	
              SECTION
                6.7. 

            	
              Owner
                Trustee May Own Notes

            	
              28

            
	
              SECTION
                6.8. 

            	
              Payments
                from Owner Trust Estate

            	
              29

            
	
              SECTION
                6.9. 

            	
              Doing
                Business in Other Jurisdictions

            	
              29

            
	 	 
	
              Article
                VII. Compensation of Owner Trustee

            	
              29

            
	 	 
	
              SECTION
                7.1. 

            	
              Owner
                Trustee's Fees and Expenses

            	
              29

            
	
              SECTION
                7.2. 

            	
              Indemnification

            	
              29

            
	
              SECTION
                7.3. 

            	
              Payments
                to the Owner Trustee

            	
              29

            
	
              SECTION
                7.4. 

            	
              Non-recourse
                Obligations

            	
              29

            
	 	 
	
              Article
                VIII. Termination of Trust Agreement

            	
              30

            
	 	 
	
              SECTION
                8.1. 

            	
              Termination
                of Trust Agreement.

            	
              30

            
	 	 
	
              Article
                IX. Successor Owner Trustees and Additional Owner Trustees

            	
              31

            
	 	 
	
              SECTION
                9.1. 

            	
              Eligibility
                Requirements for Owner Trustee

            	
              31

            
	
              SECTION
                9.2. 

            	
              Resignation
                or Removal of Owner Trustee

            	
              31

            
	
              SECTION
                9.3. 

            	
              Successor
                Owner Trustee

            	
              32

            
	
              SECTION
                9.4. 

            	
              Merger
                or Consolidation of Owner Trustee

            	
              33

            
	
              SECTION
                9.5. 

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            	
              33

            
	 	 
	
              Article
                X. Miscellaneous

            	
              34

            
	 	 
	
              SECTION
                10.1. 

            	
              Supplements
                and Amendments.

            	
              34

            


    

    
      	
              SECTION
                10.2. 

            	
              No
                Legal Title to Owner Trust Estate in Certificateholders

            	
              35

            
	
              SECTION
                10.3. 

            	
              Limitations
                on Rights of Others

            	
              36

            
	
              SECTION
                10.4. 

            	
              Notices.

            	
              36

            
	
              SECTION
                10.5. 

            	
              Severability

            	
              37

            
	
              SECTION
                10.6. 

            	
              Separate
                Counterparts

            	
              37

            
	
              SECTION
                10.7. 

            	
              Assignments

            	
              37

            
	
              SECTION
                10.8. 

            	
              No
                Recourse

            	
              37

            
	
              SECTION
                10.9. 

            	
              Headings

            	
              38

            
	
              SECTION
                10.10. 

            	
              GOVERNING
                LAW

            	
              38

            
	
              SECTION
                10.11. 

            	
              Servicer

            	
              38

            


    

     

    
 

    
      
        
        

      

      
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              SECTION
                10.12. 

            	
              Limitation
                on Liability

            	
              38

            
	
              SECTION
                10.13. 

            	
              No
                Petition

            	
              38

            
	
              SECTION
                10.14. 

            	
              Bankruptcy
                Matters

            	
              38

            
	
              SECTION
                10.15. 

            	
              Effect
                of Policy Expiration Date

            	
              39

            


    

     

    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              -
                

            	
              Form
                of Certificate of Trust

            
	
              EXHIBIT
                B-1

            	
              -
                

            	
              Form
                of Class R Certificate

            
	
              EXHIBIT
                B-2

            	
              -
                

            	
              Form
                of Class C Certificate

            
	
              EXHIBIT
                C 

            	
              -
                

            	
              Form
                of Transferee's Certificate for Qualified Institutional
                Buyers

            
	
              EXHIBIT
                D

            	
              -
                

            	
              Form
                of Transferee's Certificate for Institutional Accredited
                Investors

            
	
              EXHIBIT
                E

            	
              -
                

            	
              Form
                of Transferor’s Certificate

            
	
              EXHIBIT
                F

            	
              -
                

            	
              Form
                of ERISA Certificate

            
	
              EXHIBIT
                G

            	
              -
                

            	
              Form
                of Flow Through Entity Certificate

            


    

    


     


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED TRUST AGREEMENT dated as of March 1, 2007 between LONG BEACH
      ACCEPTANCE RECEIVABLES CORP., a Delaware corporation (the "Transferor"),
      and
      Wilmington Trust Company, a Delaware banking corporation, acting hereunder
      not
      in its individual capacity but solely as Owner Trustee (in such capacity, the
      "Owner
      Trustee").

     

    WHEREAS,
      the Transferor and the Owner Trustee have entered into a Trust Agreement dated
      as of February 15, 2007 (the "Original
      Trust Agreement");
      and

     

    WHEREAS,
      the Transferor and the Owner Trustee wish to amend and restate the Original
      Trust Agreement by entering into this Agreement.

     

    NOW
      THEREFORE, in consideration of the covenants and agreements contained herein,
      the parties hereto agree as follows:

     

    ARTICLE
      I. 

     

    Definitions

     

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


     

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

     

    "Capital
      Account"
      shall
      have the meaning assigned to such term in Section 2.11.

     

    "Certificate"
      shall
      mean each of the Class C Certificate and the Class R Certificate.

     

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

     

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

     

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

     

    "Class
      C Certificate"
      means
      the certificate substantially in the form of Exhibit B-2 attached
      hereto.

     

    "Class
      R Certificate"
      means a
      trust certificate evidencing a beneficial interest in the Trust, substantially
      in the form of Exhibit B-1 attached hereto.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Derivative
      Contract"
      means
      any ISDA Master Agreement, together with the related Schedule and Confirmation,
      entered into by the Trust and a Derivative Counterparty in accordance with
      Section 2.12. 


    "Derivative
      Counterparty"
      means
      any counterparty to a Derivative Contract as provided in Section
      2.12.

     

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

     

    "Nonrecourse
      Debt Minimum Gain"
      means
      "partner nonrecourse debt minimum gain" as defined in Treasury Regulation
      1.704-2(i)(2).

     

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

     

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

     

    "Partnership
      Interest"
      means
      with respect to any Certificate treated as an interest in a partnership and
      any
      Certificateholder of such Certificate, the partnership interest as determined
      by
      the relative amounts in such Certificateholder’s Capital Account.

     

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

     

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

     

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

     

    "Tax
      Matters Partner"
      shall
      have the meaning assigned to such term in Section 2.11(a)(xiii).

     

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

     

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

     

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

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    "Trust"
      means
      the trust established by this Agreement.

     

    "Trust
      Minimum Gain"
      means
      "partnership minimum gain" as defined in Treasury Regulations 1.704-2(b)(2)
      and
      1.704-(d). In accordance with Treasury Regulations Section 1.704-2(d), the
      amount of Trust Minimum Gain is determined by first computing, for each
      nonrecourse liability of the Trust, any gain the Trust would realize if it
      disposed of the property subject to the liability for no consideration other
      than full satisfaction of the liability, and then aggregating the separately
      computed gains. If the Trust were to be treated as a partnership for tax
      purposes, a Certificateholder’s share of Trust Minimum Gain shall be determined
      in accordance with Treasury Regulation Section 1.704-2(g)(1).

     

    "WTC"
      means
      Wilmington Trust Company, a Delaware banking corporation, in its individual
      capacity.

     

    SECTION
      1.2.  Other
      Definitional Provisions.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    ARTICLE
      II. 


     

    Organization

     

    SECTION
      2.1.  Name.
      There
      is hereby formed a trust to be known as "Long Beach Acceptance Auto Receivables
      Trust 2007-A," in which name the Owner Trustee may conduct the business of
      the
      Trust, make and execute contracts and other instruments on behalf of the Trust
      and sue and be sued on behalf of the Trust.

     

    SECTION
      2.2.  Office.
      The
      principal office of the Trust, and such additional offices as the Class R
      Certificateholder may direct the Owner Trustee to establish, shall be located
      at
      such place or places inside or outside the State of Delaware as the Class R
      Certificateholder may unanimously designate from time to time. The Class R
      Certificateholder hereby designates the office of the Owner Trustee at 1100
      North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
      Trust
      Administration as the principal office of the Trust.

     

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

     

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

     

    (i) to
      acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing
      Agreement and each Transfer Agreement, as applicable;

     

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

     

    (iii) with
      the
      proceeds of the sale of the Notes and the Class C Certificate, to fund the
      Pre-Funding Account, the Spread Account and the Supplemental Enhancement
      Account, and to pay the balance to the Transferor pursuant to the Sale and
      Servicing Agreement; 

     

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

     

    (v) at
      the
      direction of the Transferor and subject to the requirements set forth in Section
      2.12 hereof, to enter into Derivative Contracts for the benefit of the Class
      R
      Certificateholder;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


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

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    (q)  The
      Class
      C Certificate shall entitle the Class C Certificateholder only to the benefits
      and distributions as are expressly set forth in this Agreement.

     

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

     

    (s)  The
      Trust
      shall not consensually merge or consolidate with any of WTC, the Owner Trustee,
      the Transferor, LBAC, LBARC-WI or any Certificateholder.

     

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

     

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

     

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


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

     


    
      
        
        

      

      
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    No
      Certificateholder shall have any personal liability for any liability or
      obligation of the Trust.

     

    SECTION
      2.7.  Title
      to Owner Trust Estate

     

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

     

    (b)  No
      Certificateholder shall have legal title to any part of the Owner Trust Estate.
      The Class R Certificateholder shall be entitled to receive distributions with
      respect to its undivided ownership interest therein only in accordance with
      the
      Sale and Servicing Agreement and the Spread Account Agreement. The Class C
      Certificateholder shall be entitled to receive distributions with respect to
      its
      undivided ownership interest therein only in accordance with the Sale and
      Servicing Agreement. No transfer, by operation of law or otherwise, of any
      right, title or interest by any Certificateholder of its ownership interest
      in
      the Owner Trust Estate shall operate to terminate this Agreement or the trusts
      hereunder or entitle any transferee to an accounting or to the transfer to
      it of
      legal title to any part of the Owner Trust Estate.

     

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

     

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


    (a)  Organization
      and Good Standing.
      The
      Transferor is duly organized and validly existing as a Delaware corporation
      with
      power and authority to own its properties and to conduct its business as such
      properties are currently owned and such business is presently conducted and
      is
      proposed to be conducted pursuant to this Agreement and the Basic Documents
      to
      which it is a party.

     

    (b)  Due
      Qualification.
      The
      Transferor is duly qualified to do business as a foreign corporation in good
      standing, and has obtained all necessary licenses and approvals, in all
      jurisdictions in which the ownership or lease of its property, the conduct
      of
      its business and the performance of its obligations under this Agreement and
      the
      Basic Documents to which it is a party requires such qualification.

     

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

     


    
      
        
        

      

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

     

    (e)  No
      Violation.
      The
      consummation of the transactions contemplated by this Agreement and the other
      Basic Documents and the fulfillment of the terms hereof and thereof do not
      conflict with, result in any breach of any of the terms and provisions of,
      or
      constitute (with or without notice or lapse of time) a default under, the
      certificate of incorporation or by-laws of the Transferor, or any indenture,
      agreement or other instrument to which the Transferor is a party or by which
      it
      is bound; nor result in the creation or imposition of any Lien upon any of
      its
      properties pursuant to the terms of any such indenture, agreement or other
      instrument (other than pursuant to the Basic Documents); nor violate any law
      or,
      to the best of the Transferor's knowledge, any order, rule or regulation
      applicable to the Transferor of any court or of any federal or state regulatory
      body, administrative agency or other governmental instrumentality having
      jurisdiction over the Transferor or its properties.


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

     

    (g)  No
      Liens.
      Upon
      the conveyance, assignment or other transfer of any of the Trust Assets by
      the
      Transferor to the Trust pursuant to the Sale and Servicing Agreement and each
      Transfer Agreement, the Transferor will have conveyed to the Trust good title,
      free and clear of any lien, encumbrance or other interests of others (including
      any claim of any creditor of the Transferor or any of its Affiliates) of any
      nature and the Trust will have the right to Grant and deliver the Pledged
      Property to the Indenture Trustee in accordance with the Indenture and upon
      the
      Grant and delivery of the Pledged Property by the Trust to the Indenture Trustee
      in the manner contemplated by the Indenture, and assuming the validity and
      binding effect of the Indenture, the Indenture Trustee will have obtained a
      valid first priority security interest therein, prior to all liens.

     

     


    
      
        
        

      

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

     

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

     

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

    

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

       

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

       

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

       

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

    


    
      
        
        

      

      
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    (c)  with
      respect to the Class R Certificateholder, to execute and deliver such
      instruments of conveyance, assignment, grant, confirmation, as well as any
      financing statements, in each case, as the Note Insurer shall consider
      reasonably necessary in order to perfect the security interests of the
      Collateral Agent in the collateral pledged under the Spread Account
      Agreement.

     

    SECTION
      2.11.  Federal
      Income Tax Treatment of the Trust.

     

    (a) The
      Transferor, the Owner Trustee and each Certificateholder, by accepting its
      Certificate, agree to treat the Class C Certificate as debt for U.S. federal,
      state and local income and franchise tax purposes. If, contrary to this
      treatment by the parties, the IRS determined that the Class C Certificate were
      properly characterized as equity interests in the Trust, or if there were ever
      more than one beneficial owner of the Class R Certificates, it is possible
      that
      the Trust could be treated as a partnership for tax purposes. If the Trust
      were
      to be treated as a partnership (rather than disregarded as a separate entity)
      for federal income tax purposes the following provisions shall
      apply:

     

    (i) A
      separate capital account (each, a "Capital
      Account")
      shall
      be established and maintained for each Certificateholder by the initial Class
      R
      Certificateholder, in accordance with Treasury Regulations Section
      1.704-1(b)(2)(iv). No Certificateholder shall be entitled to interest on its
      Capital Account or any capital contribution made by such Certificateholder
      to
      the Trust. For the avoidance of doubt, the initial amount in the Class C
      Certificateholder's Capital Account will be equal to
      $12,303,797.


    (ii) Distributions
      on the Class C and Class R Certificates shall be made in accordance with
      Sections 5.6 and 5.12 of the Sale and Servicing Agreement. Any distributions
      made to a Class C or Class R Certificateholder shall reduce the amount of such
      Certificateholder’s Capital Account.

     

    (iii) Upon
      termination of the Trust pursuant to Article VIII, any amounts available for
      distribution to Certificateholders shall be distributed to the
      Certificateholders with positive Capital Account balances in accordance with
      such balances; provided, however, that any amounts remaining in the Supplemental
      Enhancement Account shall first be to the Class C Certificateholder until the
      principal balance of the Class C Certificate is reduced to zero and all amounts
      due and owing to the Class C Certificateholder are paid in full. For purposes
      of
      this Section 2.11, the Capital Account of each Certificateholder shall be
      determined after all adjustments made in accordance with this Section 2.11
      resulting from the Trust’s operations and from all sales and dispositions of all
      or any part of the assets of the Trust. Any distributions pursuant to this
      Section 2.11 shall be made by the end of the Taxable Year in which the
      termination occurs (or, if later, within 90 days after the date of the
      termination).

    


    (iv) No
      Certificateholder shall be required to restore any deficit balance in its
      Capital Account. Furthermore, no Certificateholder shall be liable for the
      return of the Capital Account of, or of any capital contribution made to the
      Trust by, another Certificateholder.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (v) Profit
      and loss of the Trust for each Taxable Year shall be allocated to the
      Certificateholders in accordance with their respective Partnership
      Interests.

    


    (vi) Notwithstanding
      any provision to the contrary, (i) any expense of the Trust that is a
      "nonrecourse deduction" within the meaning of Treasury Regulations Section
      1.704-2(b)(1) shall be allocated in accordance with the Certificateholders’
respective Partnership Interests, (ii) any expense of the Trust that is a
      "partner nonrecourse deduction" within the meaning of Treasury Regulations
      Section 1.704-2(i)(2) shall be allocated in accordance with Treasury Regulations
      Section 1.704-2(i)(1), (iii) if there is a net decrease in Trust Minimum Gain
      within the meaning of Treasury Regulations Section 1.704-2(f)(1) for any Taxable
      Year, items of gain and income shall be allocated among the Certificateholders
      in accordance with Treasury Regulations Section 1.704-2(f) and the ordering
      rules contained in Treasury Regulations Section 1.704-2(j), and (iv) if there
      is
      a net decrease in Nonrecourse Debt Minimum Gain within the meaning of Treasury
      Regulations Section 1.704-2(i)(4) for any Taxable Year, items of gain and income
      shall be allocated among the Certificateholders in accordance with Treasury
      Regulations Section 1.704-2(i)(4) and the ordering rules contained in Treasury
      Regulations Section 1.704-2(j). A Certificateholder’s "interest in partnership
      profits" for purposes of determining its share of the nonrecourse liabilities
      of
      the Trust within the meaning of Treasury Regulations Section 1.752-3(a)(3)
      shall
      be such Certificateholder’s Partnership Interest.


    


    (vii) If
      a
      Certificateholder receives in any Taxable Year an adjustment, allocation, or
      distribution described in subparagraphs (4), (5), or (6) of Treasury Regulations
      Section 1.704-1(b)(2)(ii)(d) that causes or increases a negative balance in
      such
      Certificateholder’s Capital Account that exceeds the sum of such
      Certificateholder’s shares of Trust Minimum Gain and Certificateholder
      Nonrecourse Debt Minimum Gain, as determined in accordance with Treasury
      Regulations Sections 1.704-2(g) and 1.704-2(i), such Certificateholder shall
      be
      allocated specially for such Taxable Year (and, if necessary, later Taxable
      Years) items of income and gain in an amount and manner sufficient to eliminate
      such negative Capital Account balance as quickly as possible as provided in
      Treasury Regulations Section 1.704-1(b)(2)(ii)(d). After the occurrence of
      an
      allocation of income or gain to a Certificateholder in accordance with this
      Section 2.11, to the extent permitted by Regulations Section 1.704-1(b), items
      of expense or loss shall be allocated to such Certificateholder in an amount
      necessary to offset the income or gain previously allocated to such
      Certificateholder under this Section 2.11.

    


    (viii) Loss
      shall not be allocated to a Certificateholder to the extent that such allocation
      would cause a deficit in such Certificateholder’s Capital Account (after
      reduction to reflect the items described in Treasury Regulations Section
      1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such
      Certificateholder’s shares of Trust Minimum Gain and Certificateholder
      Nonrecourse Debt Minimum Gain. Any loss in excess of that limitation shall
      be
      allocated to all the Certificateholders in accordance with their respective
      Partnership Interests. After the occurrence of an allocation of loss to a
      Certificateholder in accordance with this Section 2.11(a)(vii), to the extent
      permitted by Treasury Regulations Section 1.704-1(b), profit shall be allocated
      to such Certificateholder in an amount necessary to offset the loss previously
      allocated to such Certificateholder under this Section
      2.11(a)(vii).

     


    
      
        
        

      

      
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    (ix) If
      a
      Certificateholder transfers any part or all of its Partnership Interest and
      the
      transferee is admitted as a Certificateholder as provided herein (a
      "Transferee
      Certificateholder"),
      the
      distributive shares of the various items of profit and loss allocable among
      the
      Certificateholders during such Taxable Year shall be allocated between the
      transferor and the Transferee Certificateholder (at the election of the
      Certificateholders (including the transferor, but excluding the Transferee
      Certificateholder)) either (i) as if the Taxable Year had ended on the date
      of
      the transfer or (ii) based on the number of days of such Taxable Year that
      each
      was a Certificateholder without regard to the results of Trust activities in
      the
      respective portions of such Taxable Year in which the transferor and Transferee
      Certificateholder were Certificateholders.

    


    (x) "Profit"
      and "loss" and any items of income, gain, expense or loss referred to in this
      Section 2.11 shall be determined in accordance with federal income tax
      accounting principles as modified by Treasury Regulations Section
      1.704-1(b)(2)(iv), excepting that that profits and losses shall not include
      items of income, gain, and expense that are specially allocated pursuant to
      Sections 2.11(a)(v), 2.11(a)(vi) or 2.11(a)(vii) hereof. All allocations of
      income, profits, gains, expenses, and losses (and all items contained therein)
      for federal income tax purposes shall be identical to all allocations of such
      items set forth in this Section 2.11, except as otherwise required by Section
      704(c) of the Code and Section 1.704-1(b)(4) of the Treasury
      Regulations.

    


    (xi) The
      taxable year of the Trust (the "Taxable
      Year")
      shall
      be the calendar year or such other taxable year as may be required by Section
      706(b) of the Code.

    


    (xii) As
      provided in Section 5.7(c) of the Sale and Servicing Agreement, at the
      Servicer’s expense, the Tax Matters Partner shall (i) cause a firm of nationally
      recognized accountants to prepare, and file or cause to file such tax returns
      relating to the Trust (including a partnership information return, IRS Form
      1065) as are required by applicable federal, state, and local law, (ii) cause
      such returns to be signed in the manner required by law, (iii) make such
      elections as may from time to time be required or appropriate under any
      applicable law so as to maintain the Trust’s classification as a partnership for
      tax purposes, (iv) prepare and deliver, or cause to be prepared and delivered,
      to the Certificateholders, no later than 120 days after the close of each
      Taxable Year (or no later than April l5th), a Schedule K-1, a copy of the
      Trust’s informational tax return (IRS Form 1065), and such other reports
      (collectively, the "Annual
      Tax Reports")
      setting forth in sufficient detail all such information and data with respect
      to
      the transactions effected by or involving the Trust during such Taxable Year
      as
      shall enable each Certificateholder to prepare its federal, state, and local
      income tax returns in accordance with the laws then prevailing, and (v) collect,
      or cause to be collected, any withholding tax with respect to income or
      distributions to Certificateholders.

    



    
      
        
        

      

      
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    (xiii) The
      initial Class R Certificateholder (or if the Class R Certificate is no longer
      owned by the initial Class R Certificateholder, the Class R Certificateholder
      owning the largest percentage interest of the Class R Certificates) shall be
      designated as the tax matters partner for the Trust within the meaning of
      Section 6231(a)(7) of the Code (the "Tax
      Matters Partner").
      The
      Tax Matters Partner shall have the right and obligation to take all actions
      authorized and required, respectively, by the Code for the Tax Matters Partner.
      The Tax Matters Partner shall have the right to retain professional assistance
      in respect of any audit or controversy proceeding initiated with respect to
      the
      Trust by the Internal Revenue Service or any state or local taxing authority,
      and except as provided in Section 2.11(xi), all expenses and fees incurred
      by
      the Tax Matters Partner on behalf of the Trust shall constitute expenses of
      the
      Trust. In the event the Tax Matters Partner receives notice of a final
      partnership adjustment under Section 6223(a)(2) of the Code, the Tax Matters
      Partner shall either (i) file a court petition for judicial review of such
      adjustment within the period provided under Section 6226(a) of the Code, a
      copy
      of which petition shall be mailed to all other Certificateholders on the date
      such petition is filed, or (ii) mail a written notice to all other
      Certificateholders, within such period, that describes the Tax Matters Partner’s
      reasons for determining not to file such a petition.

    


    (b) Except
      as
      otherwise provided in this Section 2.11, the Certificateholders shall instruct
      the Class R Certificateholder in writing as to whether to make any available
      election under the Code or any applicable state or local tax law on behalf
      of
      the Trust. However, neither the Owner Trustee nor any Certificateholder will,
      under any circumstances, and at any time, make an election on IRS Form 8832
      or
      otherwise, to classify the Trust as an association taxable as a corporation
      for
      federal, state or any other applicable tax purpose. Further, neither the Owner
      Trustee nor any Certificateholder will, under any circumstances, and at any
      time, cause the Trust to engage in any activity which would cause the Trust
      to
      become an association (or publicly traded partnership) taxable as corporation
      for federal income tax purposes.

    


    SECTION
      2.12.  Derivatives
      Contracts.
      

     

    (a)  The
      Trust, at the direction of the Transferor, shall execute and deliver Derivative
      Contracts in such form as the Transferor shall approve, as evidenced
      conclusively by the Trust's execution thereof, such Derivative Contracts being
      solely for the benefit of the Class R Certificateholder; provided, however,
      that
      neither the execution and delivery of any such Derivative Contract nor the
      consummation of any transaction contemplated thereunder shall give rise to
      a
      non-exempt prohibited transaction described in Section 406 of ERISA or
      4975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully
      prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied
      by (i) an Opinion of Counsel provided by, and at the expense of, the Transferor
      to the effect that the existence of the Derivative Contract will not cause
      the
      Trust to be characterized as an association (or publicly traded partnership)
      taxable as a corporation for federal income tax purposes; (ii) the prior written
      consent of the Note Insurer to the acquisition of such Derivative Contract,
      such
      consent not to be unreasonably withheld; provided that such consent shall not
      be
      deemed to be unreasonably withheld if the proposed Derivative Contract does
      not
      satisfy the requirements set forth in clauses (b) and (c) below; and (iii)
      confirmation from the Rating Agencies that the then-current rating of the Notes
      will not be qualified, reduced or withdrawn (without regard to the Policy)
      as a
      result of the acquisition of such Derivative Contract. Prior to the acquisition
      of any Derivative Contracts by the Trust, the Trust at the direction and expense
      of the Transferor, shall establish and maintain in its own name an Eligible
      Account (the "Derivative Contract Collection Account"), bearing a designation
      clearly indicating that the funds deposited therein are held for the benefit
      of
      the Trust on behalf of the Class R Certificateholder. All collections, proceeds
      and other amounts in respect of the Derivative Contracts payable by the
      Derivative Counterparty shall be deposited into the Derivative Contract
      Collection Account for distribution to the Class R Certificateholder on the
      Distribution Date following receipt thereof by the Trust.

     


    
      
        
        

      

      
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    (b)  No
      Derivative Contract shall provide for any payment obligation on the part of
      the
      Trust. Each Derivative Contract must (i) contain a non-petition covenant
      provision from the Derivative Counterparty, (ii) limit payment dates thereunder
      to Payment Dates and (iii) contain a provision limiting any cash payments due
      to
      the Derivative Counterparty on any day under such Derivative Contract solely
      to
      funds available therefore in the Collection Account to make payments to the
      Holder of the Class R Certificates on such Payment Date.

     

    (c)  Each
      Derivative Contract must (i) provide for the direct payment of any amounts
      by
      the Derivative Counterparty thereunder to the Certificate Account at least
      one
      Business Day prior to the related Payment Date, (ii) provide that in the event
      of the occurrence of an Event of Default, such Derivative Contract shall
      terminate upon the direction of a majority percentage interest of the Class
      R
      Certificateholders, (iii) prohibit the Derivative Counterparty from
      "setting-off" or "netting" other obligations of the Trust and its Affiliates
      against such Derivative Counterparty's payment obligations thereunder and (iv)
      satisfy the Rating Agency Condition.

     

    


    ARTICLE
      III. 


     

    Certificates
      and Transfer of Interest

     

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

     

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

     


    
      
        
        

      

      
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    SECTION
      3.3.  Authentication
      of Certificates.
      

     

    (a)  Concurrently
      with the conveyance of the Receivables to the Trust pursuant to the Sale and
      Servicing Agreement, the Owner Trustee shall cause the Class R Certificate
      to be
      executed on behalf of the Trust, authenticated and delivered to or upon the
      written order of the Transferor, signed by its chairman of the board, its
      president or any vice president, its treasurer or any assistant treasurer
      without further corporate action by the Transferor, in authorized denominations.
      No Class R Certificate shall entitle its holder to any benefit under this
      Agreement, or shall be valid for any purpose, unless there shall appear on
      such
      Class R Certificate a certificate of authentication substantially in the form
      set forth in Exhibit B-1, executed by the Owner Trustee or WTC as the Owner
      Trustee's authentication agent, by manual signature; such authentication shall
      constitute conclusive evidence that such Class R Certificate shall have been
      duly authenticated and delivered hereunder. Each Class R Certificate shall
      be
      dated the date of its authentication.

     

    (b)  Concurrently
      with the conveyance of the Receivables to the Trust pursuant to the Sale and
      Servicing Agreement, and the execution, authentication and delivery of the
      Class
      R Certificate, the Owner Trustee shall cause the Class C Certificate to be
      executed on behalf of the Trust, authenticated and delivered to or upon the
      written order of the Transferor, signed by its chairman of the board, its
      president or any vice president, its treasurer or any assistant treasurer
      without further corporate action by the Transferor, in authorized denominations.
      The Class C Certificate shall not entitle its holder to any benefit under this
      Agreement or the Sale and Servicing Agreement, and shall not be valid for any
      purpose, unless there shall appear on such Class C Certificate a certificate
      of
      authentication substantially in the form set forth in Exhibit B-2, executed
      by
      the Owner Trustee or WTC as the Owner Trustee's authentication agent, by manual
      signature; such authentication shall constitute conclusive evidence that such
      Class C Certificate shall have been duly authenticated and delivered hereunder.
      The Class C Certificate shall be dated the date of its
      authentication.

     

    SECTION
      3.4.  Registration
      of Certificates

     

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

    

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


      
        
          
          

        

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    SECTION
      3.7.  Transfer
      of Certificates.

     

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


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

     


    
      
        
        

      

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

     

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

     

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


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

     


    
      
        
        

      

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

     

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

     

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

     

    SECTION
      3.8.  Disposition
      In Whole But Not In Part.
      Each of
      the Class C Certificate and the Class R Certificate may be transferred in whole
      but not in part. 


    ARTICLE
      IV.


     

    Voting
      Rights and Other Actions

     

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


     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

    

      SECTION
        4.3.  Restrictions
        on Certificateholders' Power.

       

      (a)  No
        Certificateholder shall direct the Owner Trustee to take or refrain from
        taking
        any action if such action or inaction would be contrary to any obligation
        of the
        Trust or the Owner Trustee under this Agreement or any of the Basic Documents
        or
        would be contrary to Section 2.3 nor shall the Owner Trustee be obligated
        to
        follow any such direction, if given.

       

      (b)  No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action, or proceeding
        in
        equity or at law upon or under or with respect to this Agreement or any Basic
        Document, unless such Certificateholder is the Instructing Party pursuant
        to
        Section 5.3 and unless such Certificateholder previously shall have given
        to the
        Owner Trustee a written notice of default and of the continuance thereof,
        as
        provided in this Agreement, and also unless such Certificateholder shall
        have
        made written request upon the Owner Trustee to institute such action, suit
        or
        proceeding in its own name as Owner Trustee under this Agreement and shall
        have
        offered to the Owner Trustee such reasonable indemnity as it may require
        against
        the costs, expenses and liabilities to be incurred therein or thereby, and
        the
        Owner Trustee, for thirty (30) days after its receipt of such notice, request,
        and offer of indemnity, shall have neglected or refused to institute any
        such
        action, suit, or proceeding, and during such 30-day period no request or
        waiver
        inconsistent with such written request has been given to the Owner Trustee
        pursuant to and in compliance with this Section or Section 5.3. For the
        protection and enforcement of the provisions of this Section, the
        Certificateholders and the Owner Trustee shall be entitled to such relief
        as can
        be given either at law or in equity.

    


    
      
        
        

      

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

     

    ARTICLE
      V. 

     

    Authority
      and Duties of Owner Trustee

     

    SECTION
      5.1.  General
      Authority.

     

    (a)  The
      Owner
      Trustee is authorized and directed to execute and deliver the Basic Documents
      to
      which the Trust is named as a party and each certificate or other document
      attached as an exhibit to or contemplated by the Basic Documents to which the
      Trust is named as a party and any amendment thereto, in each case, in such
      form
      as the Transferor shall approve as evidenced conclusively by the Owner Trustee's
      execution thereof, and on behalf of the Trust, to direct the Indenture Trustee
      to authenticate and deliver the Class A-1 Notes in the aggregate principal
      amount of $100,000,000, the Class A-2 Notes in the aggregate principal amount
      of
      $145,000,000, the Class A-3 Notes in the aggregate principal amount of
      $98,000,000 and the Class A-4 Notes in the aggregate principal amount of
      $143,000,000. In addition to the foregoing, the Owner Trustee is authorized,
      but
      shall not be obligated, to take all actions required of the Trust pursuant
      to
      the Basic Documents. The Owner Trustee is further authorized from time to time
      to take such action as the Instructing Party recommends with respect to the
      Basic Documents so long as such activities are consistent with the terms of
      the
      Basic Documents.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    SECTION
      5.3.  Action
      upon Instruction.

     

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

    

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

       

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

       

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

    


    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      VI. 


     

    Concerning
      the Owner Trustee

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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


    (h)  with
      respect to the Note Insurer or Instructing Party, the Owner Trustee undertakes
      to perform or observe only such of the covenants and obligations of the Owner
      Trustee as are expressly set forth in this Agreement, and no implied covenants
      or obligations with respect to the Note Insurer or Instructing Party shall
      be
      read into this Agreement or the other Basic Documents against the Owner Trustee.
      The Owner Trustee shall not be deemed to owe any fiduciary duty to the Note
      Insurer or Instructing Party, and shall not be liable to any such person for
      the
      failure of the Trust to perform its obligations to such persons other than
      in
      accordance with Section 10.12 of this Agreement in the performance of its
      express obligations under this Agreement; and 

     

    (i)  notwithstanding
      anything to the contrary herein or in any other document, the Owner Trustee
      shall not be required to execute, deliver or certify on behalf of the Trust,
      the
      Servicer, the Transferor or any other Person any filings, certificates,
      affidavits or other instruments required by the SEC or required under the
      Sarbanes-Oxley Act of 2002. Notwithstanding any Person's right to instruct
      the
      Owner Trustee, neither the Owner Trustee nor any agent, employee, director
      or
      officer of the Owner Trustee shall have any obligation to execute any
      certificates or other documents required by the SEC or required pursuant to
      the
      Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder,
      and the refusal to comply with any such instructions shall not constitute a
      default or breach under this Agreement or any other document in connection
      herewith.

     

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

     


    
      
        
        

      

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

     

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


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

     

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

     

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

     

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

     

    SECTION
      6.4.  Reliance;
      Advice of Counsel.

     

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


    
      
        
        

      

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

     

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

     

    SECTION
      6.6.  Owner
      Trustee Not Liable for Certificates or Receivables.
      The
      recitals contained herein and in the Certificates (other than the signature
      and
      countersignature of the Owner Trustee on the Certificates) shall be taken as
      the
      statements of the Transferor and the Owner Trustee assumes no responsibility
      for
      the correctness thereof. The Owner Trustee makes no representations as to the
      validity or sufficiency of this Agreement, of any Basic Document or of the
      Certificates (other than the signature and countersignature of the Owner Trustee
      on the Certificates) or the Notes, or of any Receivable or related documents.
      The Owner Trustee shall at no time have any responsibility or liability for
      or
      with respect to the legality, validity and enforceability of any Receivable,
      or
      the perfection and priority of any security interest created by any Receivable
      in any Financed Vehicle or the maintenance of any such perfection and priority,
      or for or with respect to the sufficiency of the Owner Trust Estate or its
      ability to generate the payments to be distributed to each Certificateholder
      under this Agreement or the Noteholders under the Indenture, including: the
      existence, condition and ownership of any Financed Vehicle; the existence and
      enforceability of any insurance thereon; the existence and contents of any
      Receivable on any computer or other record thereof; the validity of the
      assignment of any Receivable to the Trust or of any intervening assignment;
      the
      completeness of any Receivable; the performance or enforcement of any
      Receivable; the compliance by the Transferor, the Servicer or any other Person
      with any warranty or representation made under any Basic Document or in any
      related document or the accuracy of any such warranty or representation or
      any
      action of the Indenture Trustee or the Servicer or any subservicer taken in
      the
      name of the Owner Trustee.

     

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

     


    
      
        
        

      

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

     

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

     

    ARTICLE
      VII. 


     

    Compensation
      of Owner Trustee

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    ARTICLE
      VIII. 


     

    Termination
      of Trust Agreement

     

    SECTION
      8.1.  Termination
      of Trust Agreement.

     

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

     

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

     

    (c)  Notice
      of
      any termination of the Trust, specifying the Payment Date upon which each
      Certificateholder shall surrender its Certificate to the Trust Collateral Agent
      for payment of the final distribution and cancellation, shall be given by the
      Owner Trustee by letter to such Certificateholder mailed within five Business
      Days of receipt of notice of such termination from the Servicer given pursuant
      to Section 11.1(c) of the Sale and Servicing Agreement, stating (i) the Payment
      Date upon or with respect to which final payment of such Certificates shall
      be
      made upon presentation and surrender of such Certificates at the office of
      the
      Trust Collateral Agent therein designated, (ii) the amount of any such final
      payment, (iii) that the Record Date otherwise applicable to such Payment Date
      is
      not applicable, payments being made only upon presentation and surrender of
      such
      Certificates at the office of the Trust Collateral Agent therein specified
      and
      (iv) interest will cease to accrue on such Certificates. The Owner Trustee
      shall
      give such notice to the Trust Collateral Agent at the time such notice is given
      to the related Certificateholder. Upon presentation and surrender of such
      Certificates, the Trust Collateral Agent shall cause to be distributed to each
      Certificateholder amounts distributable on such Payment Date pursuant to Section
      5.6 of the Sale and Servicing Agreement.

     


    
      
        
        

      

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

     

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

     

    ARTICLE
      IX.


     

    Successor
      Owner Trustees and Additional Owner Trustees

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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


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

     

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

     


    
      
        
        

      

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

     

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


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


     

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

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    ARTICLE
      X. 

     

    Miscellaneous

     

    SECTION
      10.1.  Supplements
      and Amendments.

     

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


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

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

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

     

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


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

     

    SECTION
      10.2.  No
      Legal Title to Owner Trust Estate in Certificateholders.
      No
      Certificateholder shall have legal title to any part of the Owner Trust Estate.
      Each Certificateholder shall be entitled to receive distributions in accordance
      with this Agreement and the Sale and Servicing Agreement. No transfer, by
      operation of law or otherwise, of any right, title or interest of any
      Certificateholder to and in its ownership interest in the Owner Trust Estate
      shall operate to terminate this Agreement or the trusts hereunder or entitle
      any
      transferee to an accounting or to the transfer to it of legal title to any
      part
      of the Owner Trust Estate.

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      10.4.  Notices.

     

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

     

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

     

    Wilmington
      Trust Company 

    1100
      North Market Street 

    Wilmington,
      Delaware 19890-0001 

    Attention:
      Corporate Trust Administration

    (Telecopy
      Number: (302)
      636-4140)


    (ii) if
      to the
      Transferor, addressed to:

     

    Long
      Beach Acceptance Receivables Corp. 

    One
      Mack
      Centre Drive

    Paramus,
      New Jersey 07652

    Attention:
      General Counsel

    (Telecopy
      Number: (201) 262-6868)

    


    (iii) if
      to the
      Note Insurer, addressed to

     

    Financial
      Security Assurance Inc.

    31
      West
      52nd Street, New York, New York 10019

    Attention:
      Transaction Oversight

    Re:
      Long
      Beach Acceptance Auto Receivables Trust 2007-A

    Telex
      No.: (212) 688-3101

    Confirmation:
      (212) 826-0100

    Telecopy
      Nos.: (212) 339-3518, (212) 339-3529

     

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

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


     

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

     

    Moody's
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      ABS Monitoring Department

     

    Standard
      & Poor's Ratings Services

    55
      Water
      Street, 40th Floor

    New
      York,
      New York 10041

    Attention:
      Asset Backed Surveillance Department

     

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


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

     

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

     

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

     

    SECTION
      10.8.  No
      Recourse.
      

     

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

     

    (b)  The
      Class
      C Certificateholder by accepting the Class C Certificate acknowledges that
      such
      Class C Certificate represents a right to receive interest and cashflow in
      accordance with the terms of the Sale and Servicing Agreement and a beneficial
      interest in the Trust and does not represent interests in or obligations of
      the
      Transferor, the Servicer, the Owner Trustee, the Indenture Trustee, the Note
      Insurer or any Affiliate thereof and no recourse may be had against such parties
      or their assets, except as may be expressly set forth or contemplated in this
      Agreement, such Class C Certificate or the Basic Documents. 

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      10.10.  GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL
      MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE
      GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS.

     

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


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

     

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

     

    SECTION
      10.14.  Bankruptcy
      Matters.
      To the
      fullest extent permitted by law, no Certificateholder nor any party to this
      Agreement shall take any action to cause the Trust to dissolve in whole or
      in
      part or file a voluntary petition or otherwise initiate proceedings to have
      the
      Trust adjudicated bankrupt or insolvent, or consent to the institution of
      bankruptcy or insolvency proceedings against the Trust as debtor under any
      applicable federal or state law relating to bankruptcy, insolvency or other
      relief for debts with respect to the Trust; or seek or consent to the
      appointment of any trustee, receiver, conservator, assignee, sequestrator,
      custodian, liquidator (or other similar official) of the Trust or of all or
      any
      substantial part of the properties and assets of the Trust, or cause the Trust
      to make any general assignment for the benefit or creditors of the Trust or
      take
      any action in furtherance of any of the above actions unless each
      Certificateholder and, so long as the Notes remain outstanding, the Indenture
      Trustee shall have provided their written consent.

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

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

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


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

     

     

    WILMINGTON
      TRUST COMPANY, as Owner 

    Trustee

     

    By: /s/
      Michele C. Harra        

    Name:
      Michele C. Harra 

    Title:
      Financial Services Officer

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES 

    CORP.
      

     

    By: /s/
      George S. Ginsberg        

    Name:
      George S. Ginsberg

    Title:
      Executive Vice President

    
 

     

     

    [Signature
      Page to the Amended and Restated Trust Agreement]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        A

       

       
         [FORM OF CERTIFICATE OF TRUST]


       

      CERTIFICATE
        OF TRUST

      OF

      LONG
        BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2007-A

       

      This
        Certificate of Trust of LONG BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2007-A
        (the
        "Trust")
        is
        being duly executed and filed by the undersigned, as trustee, to form a
        statutory trust under the Statutory Trust Act (12 Del. C. §3801 et
        seq.)
        (the
        "Act").

       

      1. Name.
        The
        name of the statutory trust formed hereby is LONG BEACH ACCEPTANCE AUTO
        RECEIVABLES TRUST 2007-A.

       

      2. Owner
        Trustee.
        The
        name and business address of the trustee of the Trust in the State of Delaware
        is Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
        19890-0001, Attention: Corporate Trust Administration.

       

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

       

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

      


       

      WILMINGTON
        TRUST COMPANY, as Owner 

      Trustee

       

      By:                        

      Name:

      Title:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

       

      [FORM
        OF
        CLASS R CERTIFICATE]

       

      THIS
        CLASS R CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE.
        ACCORDINGLY, ANY TRANSFER OF THIS CLASS R CERTIFICATE IS SUBJECT TO CERTAIN
        RESTRICTIONS SET FORTH IN SECTIONS 3.7 AND 3.8 OF THE TRUST AGREEMENT. BY
        ITS
        ACCEPTANCE OF THIS CLASS R CERTIFICATE THE HOLDER OF THIS CLASS R CERTIFICATE
        IS
        DEEMED TO REPRESENT TO THE TRANSFEROR AND THE OWNER TRUSTEE (I) THAT IT IS
        AN
        INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
        501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES
        ACT
        (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS CLASS
        R
        CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
        A
        FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED
        INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
        INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
        THE
        PUBLIC DISTRIBUTION HEREOF OR (II) THAT IT IS A "QUALIFIED INSTITUTIONAL
        BUYER"
        AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CLASS
        R
        CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
        A
        FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
        BUYERS).

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

      THIS
        CERTIFICATE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART.

       

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

       


      
        
          
          

        

        
          B-1-2

          
            

          

        

        
          
          

        

      


      TRANSFER
        OF THIS CLASS R CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
        IN
        SECTIONS 3.7 AND 3.8 OF THE TRUST AGREEMENT.

       


      
        
          
          

        

        
          B-1-3

          
            

          

        

        
          
          

        

      


      LONG
        BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2007-A

       

      UNDER
        AMENDED AND RESTATED TRUST AGREEMENT

       

      DATED
        AS
        OF MARCH 1, 2007

       

      Certificate
        Number: R-1

       

      WILMINGTON
        TRUST COMPANY,
        a
        Delaware banking corporation, not in its individual capacity but solely as
        trustee (the "Owner
        Trustee")
        under
        an Amended and Restated Trust Agreement, dated as of March 1, 2007, between
        Long
        Beach Acceptance Receivables Corp., a Delaware corporation (the "Transferor")
        and
        the Owner Trustee (the "Trust
        Agreement"),
        hereby certifies that LONG BEACH ACCEPTANCE RECEIVABLES CORP. is the Holder
        of
        this Class R Certificate representing the entire beneficial interest in the
        Long
        Beach Acceptance Auto Receivables Trust (the "Trust")
        created by the Trust Agreement. This Class R Certificate is issued pursuant
        to
        and is entitled to the benefits of the Trust Agreement, and the Class R
        Certificateholder by acceptance hereof agrees to be bound by the terms of
        the
        Trust Agreement. Reference is hereby made to the Trust Agreement for a statement
        of the rights and obligations of the Class R Certificateholder hereof. The
        Owner
        Trustee may treat the person shown on the register maintained by the Owner
        Trustee pursuant to the Trust Agreement as the absolute Class R
        Certificateholder hereof for all purposes.

       

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

       

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

       

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

       


      
        
          
          

        

        
          B-1-4

          
            

          

        

        
          
          

        

      


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

       


      
        
          
          

        

        
          B-1-5

          
            

          

        

        
          
          

        

      


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

       

       

      LONG
        BEACH ACCEPTANCE AUTO 

      RECEIVABLES
        TRUST 2007-A

       

      By: Wilmington
        Trust Company, 

      not
        in
        its individual capacity 

      but
        solely as Owner Trustee

       

      By:                            

      Name:

      Title:

       

      Dated:
        March 22, 2007

       

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

       

      WILMINGTON
        TRUST COMPANY, 

      not
        in
        its individual capacity 

      but
        solely as Owner Trustee

       

      By: Wilmington
        Trust Company, 

      Authenticating
        Agent

      
         

        By:                            

        Name:

        Title:

      

      Dated:
        March 22, 2007

       


      
        
          
          

        

        
          B-1-6

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

      PLEASE
        INSERT SOCIAL SECURITY

       

      OR
        OTHER
        IDENTIFYING NUMBER

       

      OF
        ASSIGNEE

       

        
          

        

      

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

       

        
          

        

      

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

       

      _____________________________________
        Attorney to transfer said Class R Certificate

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

       

      Dated:

       

                                  *

       

                                  *

       

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


        
          
            
            

          

          
            B-1-7

            
              

            

          

          
            
            

          

        



      EXHIBIT
        B-2

       

      [FORM
        OF
        CLASS C CERTIFICATE]

       

      THIS
        CLASS C CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE.
        ACCORDINGLY, ANY TRANSFER OF THIS CLASS C CERTIFICATE IS SUBJECT TO CERTAIN
        RESTRICTIONS SET FORTH IN SECTIONS 3.7 AND 3.8 OF THE TRUST AGREEMENT. BY
        ITS
        ACCEPTANCE OF THIS CLASS C CERTIFICATE THE HOLDER OF THIS CLASS C CERTIFICATE
        IS
        DEEMED TO REPRESENT TO THE TRANSFEROR AND THE OWNER TRUSTEE (I) THAT IT IS
        AN
        INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
        501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES
        ACT
        (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS CLASS
        C
        CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
        A
        FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED
        INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
        INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
        THE
        PUBLIC DISTRIBUTION HEREOF OR (II) THAT IT IS A "QUALIFIED INSTITUTIONAL
        BUYER"
        AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CLASS
        C
        CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
        A
        FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
        BUYERS).

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

      THIS
        CERTIFICATE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART.

       

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

       


      
        
          
          

        

        
          B-2-2

          
            

          

        

        
          
          

        

      


      TRANSFER
        OF THIS CLASS C CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
        IN
        SECTIONS 3.7 AND 3.8 OF THE TRUST AGREEMENT.

       


      
        
          
          

        

        
          B-2-3

          
            

          

        

        
          
          

        

      


      LONG
        BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 2007-A

       

      UNDER
        AMENDED AND RESTATED TRUST AGREEMENT

       

      DATED
        AS
        OF MARCH 1, 2007

       

      
        	
                Certificate
                  No. C-1

              	
                Initial
                  Principal Balance: 

                $12,303,797

              	
                Certificate
                  Rate: 5.00%

              
	 	 	 
	
                First
                  Payment Date: 

                April
                  16, 2007

              	 	 


      

       

      WILMINGTON
        TRUST COMPANY,
        a
        Delaware banking corporation, not in its individual capacity but solely as
        trustee (the "Owner
        Trustee")
        under
        an Amended and Restated Trust Agreement, dated as of March 1, 2007, between
        Long
        Beach Acceptance Receivables Corp., a Delaware corporation (the "Transferor")
        and
        the Owner Trustee (the "Trust
        Agreement"),
        hereby certifies that Greenwich Capital Markets, Inc. is the Holder of this
        Class C Certificate representing the right to receive interest and principal
        distributions in accordance with the terms of the Sale and Servicing Agreement.
        This 5.00% Class C Certificate is issued pursuant to and is entitled to the
        benefits of the Trust Agreement, and the Class C Certificateholder by acceptance
        hereof agrees to be bound by the terms of the Trust Agreement. Reference
        is
        hereby made to the Trust Agreement for a statement of the rights and obligations
        of the Class C Certificateholder hereof. The Owner Trustee may treat the
        person
        shown on the register maintained by the Owner Trustee pursuant to the Trust
        Agreement as the absolute Class C Certificateholder hereof for all
        purposes.

       

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

       

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

       

      The
        Class
        C Certificateholder, by acceptance of this Class C Certificate, agrees with
        the
        Transferor, the Owner Trustee and each other Certificateholder that it will
        treat the Class C Certificate as debt for U.S. federal, state and local income
        and franchise tax purposes.

       

      The
        Class
        C Certificateholder, by acceptance of this Class C Certificate, specifically
        acknowledges that it has no right to or interest in any monies at any time
        held
        pursuant to the Sale and Servicing Agreement or the Spread Account Agreement
        prior to the release of such monies pursuant to Sections 5.6(c) or 5.6(d)
        of the
        Sale and Servicing Agreement, such monies being held in trust for the benefit
        of
        the Class A Noteholders and the Note Insurer. Notwithstanding the foregoing,
        in
        the event that it is ever determined that provisions of the Sale and Servicing
        Agreement and the Spread Account Agreement shall be considered to constitute
        a
        security agreement and the Transferor and the Class C Certificateholder hereby
        grant to the Collateral Agent for the benefit of the Class A Noteholders
        and the
        Note Insurer a first priority perfected security interest in such amounts,
        to be
        applied as set forth in Section 3.03 of the Spread Account Agreement and
        Section
        5.6 of the Sale and Servicing Agreement.

       


      
        
          
          

        

        
          B-2-4

          
            

          

        

        
          
          

        

      


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

       


      
        
          
          

        

        
          B-2-5

          
            

          

        

        
          
          

        

      


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

       

      LONG
        BEACH ACCEPTANCE AUTO 

      RECEIVABLES
        TRUST 2007-A

       

      By: Wilmington
        Trust Company, 

      not
        in
        its individual capacity 

      but
        solely as Owner Trustee

      
         

        By:                            

        Name:

        Title:

         

      

      Dated:
        March 22, 2007

       

      This
        is
        the Class C Certificate referred to in the within-mentioned Trust
        Agreement.

       

      WILMINGTON
        TRUST COMPANY,

      not
        in
        its individual capacity 

      but
        solely as Owner Trustee

       

      By: Wilmington
        Trust Company,

      Authenticating
        Agent

      
         

        By:                            

        Name:

        Title:

         

      

      Dated:
        March 22, 2007

       


      
        
          
          

        

        
          B-2-6

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

      PLEASE
        INSERT SOCIAL SECURITY

      OR
        OTHER
        IDENTIFYING NUMBER

      OF
        ASSIGNEE

       

        
          

        

      

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

       

        
          

        

      

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

       

      _____________________________________
        Attorney to transfer said Class C Certificate

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

       

      Dated:

       

                                  *

      
         

                                    *

      

       

       

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

       


      
        
          
          

        

        
          B-2-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      [FORM
        OF
        "QUALIFIED INSTITUTIONAL BUYER"

       

      TRANSFEREE'S
        CERTIFICATE]

       

      [Date]

       

      Wilmington
        Trust Company 

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attn:
        Corporate Trust Administration

       

      Long
        Beach Acceptance Receivables Corp. 

      One
        Mack
        Centre Drive

      Paramus,
        New Jersey 07652

      Attn:
        President

       

      Re: Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      Ladies
        and Gentlemen:

       

      In
        connection with the proposed purchase by the buyer listed below (the
        "Buyer")
        of the
        Class [C][R] Certificates (as defined below) issued pursuant to the Amended
        and
        Restated Trust Agreement, dated as of March 1, 2007 (the "Trust
        Agreement"),
        between Long Beach Acceptance Receivables Corp., as Transferor (the
        "Transferor")
        and
        Wilmington Trust Company, as trustee (the "Owner
        Trustee"),
        relating to Long Beach Acceptance Auto Receivables Trust 2007-A (the "
Class
        [C][R] Certificates"),
        the
        Buyer advises you as follows: (i) the Buyer is a "qualified institutional
        buyer"
        as that term is defined in Rule 144A under the Securities Act of 1933, as
        amended (the "1933
        Act")
        and is
        acquiring beneficial ownership of the Class [C][R] Certificates for its own
        account or for the account of not more than _ persons, each of which is a
        "qualified institutional buyer"; and (ii) the Buyer satisfies the requirements
        of paragraph (a)(2)(ii) of Rule 3a-7 under the Investment Company Act of
        1940,
        as amended (the "1940
        Act").
        In
        addition to the foregoing, you may rely on the information provided in Annex
        1
        or 2, as applicable, attached hereto and incorporated herein.

       

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

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      Very
        truly yours,

       

      [BUYER]

       

      By:                            

      Name:
        

      Title:
        

       

      Taxpayer
        ID:                        

       

      Name
        in
        which Class [C][R] Certificate is to be Registered: 

                                  

       

      Address
        for Notices:

      
                                    

      

       

      Payment
        Instructions:

      
                                    

      

       


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      ANNEX
        1 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers Other Than Registered Investment Companies]

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      ___________________

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

           

        

      


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      


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

       

       

                              

      Print
        Name of Buyer

       

      By:                        

      Name:
        

      Title:


       

      Date:

       


      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      


      ANNEX
        2 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers that are Registered Investment Companies]

       

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

       

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

       

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

       

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      


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

       

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

       

                              

      Print
        Name of Buyer or Adviser

       

      By:                        

      Name:
        

      Title:

       

      IF
        AN
        ADVISER:

       

                              

      Print
        Name of Buyer

       

      Date:



      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

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

       

      [Date]

       

      Wilmington
        Trust Company

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attn:
        Corporate Trust Administration

       

      Long
        Beach Acceptance Receivables Corp. 

      One
        Mack
        Centre Drive

      Paramus,
        New Jersey 07652

      Attn:
        President

       

      Re:
         Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      Dear
        Sirs:

       

      In
        connection with the proposed purchase by the buyer listed below (the
        "Buyer")
        of
        Class [C][R] Certificates (as defined below) issued pursuant to the Amended
        and
        Restated Trust Agreement, dated as of March 1, 2007 (the "Trust
        Agreement"),
        between Long Beach Acceptance Receivables Corp., as Transferor (the
        "Transferor"),
        and
        Wilmington Trust Company, as trustee (the "Owner
        Trustee"),
        relating to Long Beach Acceptance Auto Receivables Trust 2007-A (the
        "Class
        [C][R] Certificates"),
        the
        Buyer confirms that:

       

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

       


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      Very
        truly yours,

       

      [BUYER]

       

      By:                        

      Name:
        

      Title:



      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      [FORM
        OF
        TRANSFEROR'S CERTIFICATE]

       

      [Date]

       

      Wilmington
        Trust Company

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attn:
        Corporate Trust Administration

       

      Re:
         Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      Ladies
        and Gentlemen:

       

      In
        connection with the disposition by the transferor listed below (the
        "Transferor")
        of
        Class [C][R] Certificates (as defined below) issued pursuant to the Amended
        and
        Restated Trust Agreement, dated as of March 1, 2007 (the "Trust
        Agreement")
        between Long Beach Acceptance Receivables Corp., as Transferor (the
        "Transferor"),
        and
        Wilmington Trust Company, as trustee (the "Owner
        Trustee"),
        relating to Long Beach Acceptance Auto Receivables Trust 2007-A (the
        "Class
        [C][R] Certificates"),
        the
        Transferor certifies that:

       

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

       

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

       

      Very
        truly yours,

       

      [NAME
        OF
        TRANSFEROR]

       

      By:                        

      Name:
        

      Title:



      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

       

      [FORM
        OF
        ERISA CERTIFICATE]

       

      [Date]

       

      Wilmington
        Trust Company 

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attn:
        Corporate Trust Administration

       

      Long
        Beach Acceptance Receivables Corp. 

      One
        Mack
        Centre Drive

      Paramus,
        New Jersey 07652

      Attn:
        President

       

      Re: Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      Ladies
        and Gentlemen:

       

      [NAME
        OF
        OFFICER] hereby certifies that:

       

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

       

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

       

      3. In
        connection with the proposed purchase by the Transferee of the Class [C][R]
        Certificate issued pursuant to the Trust Agreement (the "Agreement")
        between Long Beach Acceptance Receivables Corp., as Transferor (the
        "Transferor"),
        and
        Wilmington Trust Company, as trustee (the "Owner
        Trustee"),
        dated
        as of March 1, 2007, the Transferee hereby acknowledges that under the terms
of
        the Agreement no transfer of any Class [C][R] Certificate (as defined in
        the
        Agreement) shall be permitted to be made to any person unless the Owner Trustee
        has received a certificate from such transferee to the effect that such
        transferee is not a Benefit Plan and is not acting on behalf of or investing
        the
        assets of a Benefit Plan.

       

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

       


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      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 [C][R]

      Certificates
        at the exclusive direction of and

      as
        nominee of the Investor named above.

       

      [NAME
        OF
        NOMINEE]

       

      By:______________________________

      Name:

      Title:



      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

       

      [FORM
        OF
        FLOW THROUGH ENTITY CERTIFICATE]

       

      [Date]

       

      Wilmington
        Trust Company

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      Attn:
        Corporate Trust Administration

       

      Long
        Beach Acceptance Receivables Corp.

      One
        Mack
        Centre Drive

      Paramus,
        New Jersey 07652

      Attn:
        President

       

      Re: Long
        Beach Acceptance Auto Receivables Trust 2007-A

       

      Ladies
        and Gentlemen:

       

      [NAME
        OF
        OFFICER] hereby certifies that:

       

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

       

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

       

      3. The
        Transferee hereby acknowledges that under the terms of the Amended and Restated
        Trust Agreement (the "Agreement")
        between Long Beach Acceptance Receivables Corp., as Transferor (the
        "Transferor"),
        and
        Wilmington Trust Company, as trustee (the "Owner
        Trustee"),
        dated
        as of March 1, 2007 no transfer of any Class [C][R] Certificate (as defined
        in
        the Agreement) shall be permitted to be made to any person unless the Owner
        Trustee has received a certificate from such transferee to the effect that
        such
        transferee (a) is acquiring the Class [C][R] Certificate for its own behalf
        and
        is not acting as agent or custodian for any other person or entity in connection
        with such acquisition, (b) if the transferee is a partnership, grantor trust
        or
        S corporation for federal income tax purposes (a "Flow Through Entity"),
        any
        Class [C][R] Certificate owned by such Flow Through Entity will represent
        less
        than 50% of the value of all the assets owned by such Flow Through Entity
        and no
        special allocation of income, gain, loss, deduction or credit from such Class
        [C][R] Certificate will be made among the beneficial owners of such Flow
        Through
        Entity, and (c) the transferee is a United States person within the meaning
        of
        the Internal Revenue Code of 1986 as amended.

       


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


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

       

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

       

       

      [NAME
        OF
        TRANSFEREE]

       

      By:________________________

      Name:

      Title:

       

      The
        undersigned hereby acknowledges

      that
        it
        is holding and will hold the Class [C][R]

      Certificates
        at the exclusive direction of and

      as
        nominee of the Investor named above.

       

      [NAME
        OF
        NOMINEE]

       

      By:______________________________

      Name:

      Title:


      
        
          
          

        

        
          G-2